UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2024~~2025

Commission file number: 000-22490

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-22490

FORWARD AIR CORPORATION

(Exact name of Registrant as specified in its charter)

Tennessee			62-1120025
Delaware			62-1120025
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1915 Snapps Ferry Road

Building N

Greeneville

37745

3200 Olympus Boulevard

Suite 300

Dallas

75019

(Address of principal executive offices)

(Zip Code)

(~~423~~817) ~~636~~552-~~7000~~5270

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	FWRD	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oþ No þo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

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 þ No o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

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

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by checkmark 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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D.1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $~~527~~598,~~386~~540,~~885~~233 as of June 30, ~~2024~~2025.

The number of shares outstanding of the Registrant’s common stock (as of March 176, ~~2025~~2026): 3031,~~402~~554,~~883~~245.

Documents Incorporated By Reference

Portions of the proxy statement for the ~~2025~~2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

Table of Contents
	Forward Air Corporation	PageNumber
	Part I.
Item 1.	Business	7
Item 1A.	Risk Factors	1918
Item 1B.	Unresolved Staff Comments	4037
Item 1C.	Cybersecurity	4138
Item 2.	Properties	4340
Item 3.	Legal Proceedings	4340
Item 4.	Mine Safety Disclosures	4341
	Part II.
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	4441
Item 6.	[Reserved]	4542
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4643
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6457
Item 8.	Financial Statements and Supplementary Data	6457
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6457
Item 9A.	Controls and Procedures	6457
Item 9B.	Other Information	6860
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	6860
	Part III.
Item 10.	Directors, Executive Officers and Corporate Governance	6860
Item 11.	Executive Compensation	6860
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	6860
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6860
Item 14.	Principal Accounting Fees and Services	6860
	Part IV.
Item 15.	Exhibits, Financial Statement Schedules	6860
Exhibit Index		6961
Signatures		7365
Index to Financial Statements		F-2
Financial Statement Schedule		S-1

Part I

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 contains “forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended (~~this~~the “~~Form~~Securities ~~10-K~~Act”), ~~contains~~and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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” or “expects.”

“ In this Annual Report on Form 10-K, forward-looking statements include,” asbut ~~defined~~are innot ~~Section~~limited ~~27A~~to, any statements regarding future performance; any statements regarding the availability of cash, including our ability to maintain compliance with the ~~Securities~~covenants ~~Act~~of our indebtedness instruments; any statements regarding any projections of ~~1933~~earnings, asrevenues, ~~amended~~payment ~~(the~~of ~~“Securities~~dividends, ~~Act”)~~other financial items or related accounting treatment, or cost reduction measures; any statements of plans, strategies, and ~~Section~~objectives ~~21E~~of management for future operations, including the result of any strategic review; any statements regarding our yield management process, any improvements in operating efficiencies and our ability to create synergies across our services and in connection with the ~~Securities~~continued ~~Exchange~~integration ~~Act~~of Omni Newco LLC; any statements regarding future litigation; any estimates or projections of ~~1934~~operations, asincluding ~~amended~~our ~~(the~~strategy ~~“Exchange~~to ~~Act”).~~expand ~~Forward-looking~~our terminal footprint and invest in service offerings; any statements ~~are~~regarding our commitment to accelerate expansion, both domestically and internationally; any statements ~~other~~regarding ~~than~~our ~~historical~~ability ~~information~~to pay competitive market rates in order to maintain and retain relationships with our leased capacity providers; any statements regarding freight market conditions and our expectations of freight volumes; any statements regarding the impact of regulations, economic sanctions or legislation on our business; any statements regarding an increase in the cost of ~~current~~new ~~condition~~equipment; ~~and~~any ~~relate~~statements toconcerning ~~future~~proposed ~~events~~or intended new services, developments or integration measures; any statements regarding our ~~future~~technology ~~financial~~and ~~performance.~~information ~~Some~~systems, ~~forward-looking~~including the effectiveness of each; any statements ~~may~~regarding becompetition, ~~identified~~including byour ~~use~~specific advantages, the capabilities of ~~such~~our ~~terms~~segments, asincluding ~~“believes~~the integration of services and our geographic location; any statements regarding the potential impact of tariffs on our financial position,” ~~“anticipates~~results of operations and/or cash flows and our reliance on any of the regions that are subject to tariffs; any statement regarding our properties and facilities,” ~~“intends~~as well as the belief that the facilities are sufficient for our needs; any statements regarding our sustainability initiatives,” ~~“plans~~including any partnerships that we enter into in connection with our goals; any statement regarding certain tax and accounting matters,” ~~“estimates~~including the impact on our financial statements; any statements regarding any payments that we may be required to make to Omni Holders; any statements regarding our substantial indebtedness,” ~~“projects”~~including orour ~~“expects~~ability to service our debt; any statements regarding our ongoing commitment to cybersecurity; any statement regarding the impact and implementation of disclosure control systems; and any statements of belief and any statements of assumptions underlying any of the foregoing.”

In this Annual Report on Form 10-K, forward-looking statements include, but are not limited to, any statements regarding future performance; any statements regarding the availability of cash; any statements regarding any projections of earnings, revenues, payment of dividends, other financial items or related accounting treatment, or cost reduction measures; any statements of plans, strategies, and objectives of management for future operations, including the result of any strategic review; any statements regarding future insurance, claims and litigation and any associated estimates or projections operations, including our strategy to expand and invest in service offerings and terminal footprint; any statements regarding our commitment to accelerate expansion, both domestically and internationally; any statements regarding our ability to pay competitive market rates in order to maintain and retain relationships with our leased capacity providers; any statements regarding our commitment to aligning compensation with performance in order to drive shareholder value; any statements regarding the outcome and impact that litigation may have on our business; any statements regarding freight market conditions and our expectations of freight volumes; any statements regarding the impact of regulations, economic sanctions or legislation on our business; any statements regarding an increase in the cost of new equipment; any statements concerning proposed or intended, new services, developments or integration measures; any statements regarding our technology and information systems, including the effectiveness of each; any statements regarding competition, including our specific advantages, the capabilities of our segments, including the integration of services and our geographic location; any statement regarding our properties and facilities, as well as the belief that the facilities are sufficient for our needs; any statements regarding the effectiveness of the steps taken to remediate any material weaknesses in our internal control over financial reporting and the timing of remediation; any statements regarding intended expansion through acquisition or greenfield startups; any statements regarding our sustainability initiatives, including any partnerships that we enter into in connection with our goals; any statement regarding certain tax and accounting matters, including the impact on our financial statements; any statements regarding our ability to achieve the intended benefits of the acquisition of Omni Newco LLC (the “Omni Acquisition”), including cost and revenue synergies; any statements regarding any payments that we will be required to make to Omni Holders; any statements regarding our substantial indebtedness, including our ability to service our debt; any statements regarding our ongoing commitment to cybersecurity; any statement regarding the impact and implementation of disclosure control systems; and any statements of belief and any statements of assumptions underlying any of the foregoing.

These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including those described in “Risk Factors” below. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Important factors that may materially affect the forward-looking statements include the risk factors summarized below.

The factors identified below are believed to be important factors, but not necessarily all of the important factors, that could cause actual results to differ materially from those expressed in any forward-looking statement made by us. Other factors not discussed herein could also have a material adverse effect on us. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. These forward-looking statements speak only as of the date of this Annual Report on Form 10-K. We assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future, except as required by applicable law.

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 that reduce freight volumes, including recessions, ~~inflation~~imposed tariffs and potential escalation from trading partners and downturns in customer business cycles,; continued weakening of the freight environment; future debt and financing levels; any changes to our management team and other key personnel, including turnover, which could impact our business,; the result of ~~any~~the strategic review ~~that the Board may undertake~~ and the impact that may have on our business,; our ability to manage our growth and ability to grow, in part, through acquisitions,; our ability to achieve the expected strategic, financial and other benefits of the Omni Acquisition, including the realization of expected synergies and the achievement of deleveraging targets, within the expected time-frames or at all,; our ability to secure terminal facilities in desirable locations at reasonable rates,; more limited liquidity than expected which limits our ability to make key investments,; the creditworthiness of our customers and their ability to pay for services rendered,; ~~our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network,~~ the availability and compensation of qualified ~~Leased~~leased ~~Capacity~~capacity ~~Providers~~providers and freight handlers as well as contracted, third-party motor carriers needed to serve our customers’ transportation needs,; our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network,; the occurrence of cybersecurity ~~risks~~threats and ~~events,~~incidents; 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,; seasonal trends,; the occurrence of certain weather events,; restrictions in our charter and bylaws,; the cost of new equipment; and the impact and efficacy of our disclosure controls and procedures. As a result of the foregoing, no assurance can be given as to future financial condition, cash flows or results of operations. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Summary of Risk Factors

The following is a summary of the principal risks described below in “Item 1A. Risk Factors” in this Annual Report on Form 10-K. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Annual Report on Form 10-K.

Risks Relating to Our Business and Operations

•Overall economic conditions that reduce freight volumes could adversely affect our operating results and ability to achieve growth.

•Inflation may increase our operating expenses and lower profitability.

•Volatility in fuel prices, shortages of fuel or the ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability.

•The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.

•We will incur significant transaction, merger-related and integration costs in connection with the Omni Acquisition.

•If we have difficulty attracting and retaining Leased Capacity Providers, other third-party transportation capacity providers, or freight handlers, our profitability and results of operations could be adversely affected.

•Higher prices by Leased Capacity Providers and other third-party transportation capacity providers could adversely impact our margins and operating results.

•Because a portion of our costs are fixed, any factors that result in a decrease in the volume or revenue per pound of freight shipped through our networks will adversely affect our results of operations.

•~~Changes~~We toexperience ~~our~~customer ~~senior~~concentration ~~management~~which ~~team and other key personnel, including turnover of our top executives,~~ could ~~have~~adversely animpact ~~adverse effect on~~ our ~~business,~~financial ~~operating~~condition ~~results~~ and ~~financial~~results ~~condition~~of operations.

•The ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability.

•Changes to our senior management team and other key personnel could have an adverse effect on our business, operating results and financial condition.

•We cannot assure 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 may not achieve the anticipated long-term benefits of the Omni Acquisition or our ongoing business transformation, and related challenges, costs or inefficiencies could outweigh anticipated long-term benefits.

•Our Up-C structure places significant limitations on our cash flow because our principal asset is our interest in Opco, and, accordingly, we depend on distributions from Opco to pay our taxes and expenses, including payments under the Tax Receivable Agreement.

•We will be required to pay Omni Holders for certain tax savings we may realize, and we expect that the payments we will be required to make may be substantial.

•We may not be able to retain customers or suppliers, or customers or suppliers may seek to modify contractual obligations with us, which could have an adverse effect on our business and operations. Third parties may terminate or alter existing contracts or relationships with us.

•Concentration of ownership may limit your ability to influence corporate matters.

•If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

•Delays, costs, and disruptions that result from upgrading and maintaining the security of our information and technology networks and systems could materially and adversely affect us.

•Our profitability could be negatively impacted if our pricing structure proves to be inaccurate or off-market.

•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.

•Our business is subject to seasonal trends.

•Our results of operations may be affected by harsh weather conditions, disasters and pandemics.

•Labor shortages and increased turnover or increases in employee and employee-related costs could adversely affect our ability to attract and retain qualified employees.

•We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.

•We operate in highly competitive and fragmented segments of our industry, and our business will suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our ~~business~~results of operations, growth prospects and profitability.

•Difficulty in forecasting timing or volumes of customer shipments could adversely impact our margins and operating results and lead to difficulties in predicting liquidity.

•Our international operations subject us to operational and financial risks.

•Our business and operations could be negatively affected by securities litigation or shareholder activism, which could impact the trading price and volatility of our common stock.

•~~Our~~Issues ~~increased~~related ~~direct~~to ~~sales~~the ~~efforts~~intellectual ~~through~~property rights on which our ~~Omni~~business ~~sales~~depends, ~~force~~whether related to ~~direct~~our ~~shippers~~failure ~~and~~to ~~beneficial~~enforce ~~cargo~~our ~~owners~~own ~~could~~rights beor ~~viewed~~infringement asclaims brought by others, could have a ~~competitive~~material ~~threat~~adverse byeffect on our ~~current~~business, ~~domestic~~financial ~~forwarder~~condition ~~customers~~and results of operations.

•Our increased direct sales efforts through our sales force to direct shippers and beneficial cargo owners could be viewed as a competitive threat by our current domestic forwarder customers.

•Reductions in the available supply or increases in the cost of new equipment may adversely impact our profitability and cash flows.

•~~Because~~Difficulty ~~our~~in ~~Intermodal~~forecasting ~~business~~timing ~~depends~~or ~~heavily~~volumes onof ~~freight~~customer ~~transiting~~shipments ~~seaports~~could ~~and~~adversely ~~railheads,~~impact our ~~operating~~margins ~~results~~ and ~~financial~~operating ~~condition are likely to be adversely affected by any reduction or deterioration in service~~results.

•WeBecause ~~may~~our ~~have~~Intermodal ~~difficulty~~business ~~effectively~~depends ~~managing~~heavily ~~our~~on ~~growth~~freight transiting seaports and railheads, ~~which~~our ~~could~~operating results and financial condition are likely to be adversely ~~affect~~affected ~~our~~by ~~business~~any reduction or deterioration in the freight capacity at seaports or railheads.

•We may have difficulty effectively managing our growth, which could adversely affect our business, results of operations and financial condition.

•We may not make future acquisitions or, if we do, we may not realize the anticipated benefits of future acquisitions and integration of these acquisitions may disrupt our business and occupy management.

Risks Relating to Omni Acquisition

•Prior to the Omni Acquisition, Omni was privately-held, and the transition to being a part of a public company, along with our combined ability to management our expanded business, may require significant resources and management attention.

•We identified a material weakness in our internal control over financial reporting, which may adversely affect our business and stock price.

•Omni Holders are a significant holder of our common stock following completion of the Omni Acquisition.

•We will be required to pay Omni Holders for certain tax savings we may realize, and we expect that the payments we will be required to make may be substantial.

Risks Relating to our Indebtedness

•Our substantial indebtedness, could adversely affect our financial health and our ability to execute our business strategy.

•The instruments governing our indebtedness impose certain restrictions on our business.

•If we do not comply with the terms of our debt instruments, they could be terminated and amounts thereunder could become due and payable.

•Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt when it matures.

Risks Relating to Information Technology and Systems

•If we fail to maintain our information technology systems, or if we fail to successfully implement new technology or enhancements, we may be at a competitive disadvantage and experience a decrease in revenues.

•Our business is subject to cybersecurity risks.

•Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating Regulatory Environment

•A determination by regulators that our Leased Capacity Providers or third-party motor carriers are employees rather than independent contractors could expose us to various liabilities and additional ongoing expenses, and related litigation could subject us to substantial costs, which could have a material adverse effect on our results of operations and our financial condition.

•Claims for property damage, personal injuries or workers’ compensation could significantly reduce our earnings.

•We face risks related to self-insurance and third-party insurance that can be volatile to our earnings.

•Our failure to comply with various applicable federal and state employment and labor laws and regulations could have a material, adverse impact on our business, financial condition and results of operations.

•We operate in a regulated industry, and increased costs of compliance with, or liability for violation of, existing or future regulations and enforcement could have a material adverse effect on our business.

•The FMCSA’s CSA and SMS initiatives could adversely impact our ability to hire qualified drivers or contract with qualified Leased Capacity Providers or third-party motor carriers, meet our growth projections and maintain our customer relationships, each of which could adversely impact our results of operations.

•We ~~are~~operate ~~subject~~in toa ~~various~~regulated ~~environmental~~industry, ~~laws~~ and ~~regulations;~~increased ~~and~~ costs of compliance with, or ~~liabilities~~liability for ~~violations~~violation of, existing or future ~~laws~~regulations and ~~regulations~~enforcement could ~~significantly~~have ~~increase~~a ~~our~~material ~~costs~~adverse ofeffect ~~doing~~on our business.

•We are subject to various environmental laws and regulations, including legislative and regulatory responses to climate change; and costs of compliance with, or liabilities for violations of, existing or future laws and regulations could significantly increase our costs of doing business.

•Risks and requirements related to transacting business in foreign countries may result in increased liabilities, including penalties and fines as well as reputational harm.

•We may be subject to governmental export and import controls that could impair its ability to compete in international markets and subject it to liability if itwe ~~violates~~violate such controls.

•If our employees were to unionize, our operating costs would likely increase.

•Our charter and bylaws and provisions of ~~Tennessee~~Delaware law could discourage or prevent a takeover that may be considered favorable.

Part I

Item 1. Business

Overview

Forward Air Corporation (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light provider of transportation services. We provide ~~less-than-truckload~~ground ~~(“LTL”)~~transportation, ~~truckload~~air and ocean forwarding, intermodal drayage services and ~~freight~~contract ~~brokerage~~logistics ~~and supply chain services~~ across North and South America, Europe and Asia. ~~Globally,~~We wealso 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. Forward was ~~formed~~founded asin a1981 ~~corporation~~in ~~under~~Greeneville, ~~the~~Tennessee. ~~laws~~In of2025, the ~~State~~Company changed its state of incorporation from Tennessee onto ~~October~~Delaware 23and moved its headquarters from Greeneville to Dallas, ~~1981~~Texas. Our common stock is listed on the Nasdaq Global Select Market under the symbol “FWRD”.

Omni Acquisition

AsOn ~~described in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Omni Acquisition”, on~~ January 25, 2024 (the “Closing Date”), we completed the acquisition of Omni Newco LLC (“Omni”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”, and as amended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”) (the “Omni Acquisition”). The Omni acquisition ~~and~~is ~~the related debt are~~ discussed in detail within Note 3, Acquisitions to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Services Provided

Our services are classified into three reportable segments: Expedited Freight, Omni Logistics, and Intermodal. For financial information relating to each of our business segments, see Note 12, Segment Reporting to our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Expedited Freight. We operate a comprehensive ~~national~~ network in the continental United States that provides expedited regional, inter-regional and national LTL services. Expedited Freight offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services. During the year ended December 31, ~~2024~~2025, Expedited Freight accounted for approximately 4440% of our consolidated revenue.

Omni Logistics. AnWe operate an asset-light, high-touch logistics and supply chain management ~~company~~operation with deep customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to United States-based customers operating both domestically and internationally. Omni provides business-to-business (“B2B”) solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni. During the year ended December 31, ~~2024~~2025, Omni accounted for approximately 4750% of our consolidated revenue.

Intermodal. We provide 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. Intermodal operates primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast. During the year ended December 31, ~~2024~~2025, Intermodal accounted for approximately 910% of our consolidated revenue.

Strategy In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board will consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. In addition, we strive to take advantage of our core competencies in precision execution to provide asset-light freight transportation services to profitably grow in the premium segments of the markets we serve.

In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board will consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. In addition, we strive to take advantage of our core competencies in precision execution to provide asset-light freight transportation services to profitably grow in the premium segments of the markets we serve.

•Expand Service Offerings and Service Footprint. A key part of our growth strategy is to offer new and enhanced services that address our customers’ premium logistics needs. Over the past few years, we added or enhanced our logistics solutions offerings, LTL pickup and delivery, expedited truckload, temperature-controlled shipments, warehousing, drayage, customs brokerage and shipment consolidation and handling services. These services benefit our existing customers and increase our ability to attract new customers. Another part of our key growth strategy is to pursue geographic expansion into under-penetrated markets to better meet the current and future needs of customers. As a result, we plan to invest in new locations, in our asset base, and in technology to enable efficient handling of increased freight in new markets.

•Transformation. On January 25, 2024, we completed the Omni Acquisition, which has allowed us to expand our operations both domestically and internationally. We plan on strategically transforming the combined company through which we go to market, the human capital needs of our larger and more diverse service enterprise, the systems we utilize in order to streamline our joined cost structure, and focusing our teams efforts around our service offerings as opposed to our historical approach.

•Delivering Best-in-Class Service. The foundation of our growth strategy is our commitment to provide our customers with the most reliable and damage-free alternative for their shipments. Commitment to precision execution service is valued by customers and allows us to charge fair compensation for our services and positions us to improve market share.

•Manage LTL Pricing and Freight Characteristics. Our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our LTL network efficiently and more profitably.

•Product Expansion. A key part of our growth strategy is to offer the full suite of services to address our customers' comprehensive premium logistics needs. With the combination of Forward Air and Omni Logistics we can now offer air/ocean forwarding or contract logistics to customers that have purchased our ground and intermodal products in the past. Another part of our key growth strategy is to pursue geographic expansion into under-penetrated markets to better meet the current and future needs of customers. As a result, we plan to invest in new locations, like our expansion in Latin America.

•Enhance Information Systems. We are committed to developing information system enhancements that will provide competitive service advantages and increased productivity. We believe our information systems have and will assist us in capitalizing on new business opportunities with existing and new customers.

Operations

The following describes in more detail the operations of each of our reportable segments: Expedited Freight, Omni Logistics, and Intermodal.

Expedited Freight

Overview

Our Expedited Freight segment provides expedited regional, inter-regional and national LTL and truckload services. We market our Expedited Freight services primarily to freight and logistics intermediaries (such as freight forwarders and third-party logistics companies), and airlines (such as integrated air cargo carriers, and passenger and cargo airlines). We offer our customers a high level of service with a focus on on-time, damage-free deliveries. Our Expedited Freight network encompasses approximately 96% of all continental United States zip codes, with service in Canada and Mexico.

Shipments

During ~~2024~~2025, approximately 24.0% of the freight handled by our LTL network was for overnight delivery, approximately ~~63.6~~64% was for delivery within two to three days and the balance was for delivery in four or more days.

The average weekly volume of freight moving through our LTL network was approximately 5446.34 million pounds per week and our average shipment weighed approximately ~~840~~842 pounds in ~~2024~~2025. Although we impose no significant size or weight restrictions, we focus our marketing and price structure on shipments of 800 pounds or more.

Expedited Freight markets its services primarily to freight and logistics intermediaries; however, it may at times, provide such services to shippers if the opportunity is consistent with Expedited Freight’s strategy. Also, because Expedited Freight does not place significant size or weight restrictions on shipments, we generally do not compete directly with integrated air cargo carriers such as United Parcel Service and FedEx Corporation in the overnight delivery of small parcels.

~~The table below summarizes the average weekly volume of freight moving through our LTL network for each year since 2009.~~8

			Average Weekly
			Volume in Pounds
Year			(In millions)
2009			28.5
2010			32.6
2011			34.0
2012			34.9
2013			35.4
2014			37.4
2015			47.2
2016			46.5
2017			49.5
2018			50.2
2019			48.6
2020			46.3
2021			55.4
2022			54.8
2023			52.7
2024			54.3

The table below summarizes the average weekly volume of freight moving through our LTL network for each of the past six years.


			Average Weekly
			Volume in Pounds
Year			(In millions)




















2020			46.3
2021			55.4
2022			54.8
2023			52.7
2024			54.3
2025			46.4

Operations

Expedited Freight’s primary office is located ~~near~~in ~~Greenville~~Dallas, TNTX, with 5976 additional locations spread across North America and Mexico. These locations support our global shipping and logistical services ~~to our growing international customer base~~.

Transportation

Expedited Freight secures transportation capacity from four sources:

•independent contractors that own and lease their equipment (primarily tractors) to the Company (“Leased Capacity Providers”);

•third-party contracted motor carriers;

•capacity secured by transportation intermediaries, including freight brokers; and

•Company-owned equipment operated by employee drivers.

The majority of the transportation capacity utilized by Expedited Freight is provided by Leased Capacity Providers, with whom we seek to establish long-term relationships to assure dependable service and availability. We believe Expedited Freight has experienced significantly higher average retention of Leased Capacity Providers compared to other over-the-road transportation providers. Expedited Freight has established specific guidelines relating to safety records, driving experience and personal evaluations that we use to select our Leased Capacity Providers. To enhance our relationship with the Leased Capacity Providers, Expedited Freight seeks to pay rates that are generally above prevailing market rates, and our Leased Capacity Providers often are able to negotiate a consistent work schedule for their drivers. Usually, Leased Capacity Providers negotiate schedules for their drivers that are between the same two cities or along a consistent route, improving quality of work life for the drivers of our Leased Capacity Providers and, in turn, increasing the retention rate of drivers and Leased Capacity Providers.

We also purchase transportation capacity supplied by third-party contracted motor carriers and transportation intermediaries. We utilize capacity from both third-party motor carriers and transportation intermediaries to support other Expedited Freight service offerings in response to seasonal demands and volume surges in particular markets, to handle overflow volume. A small portion of Expedited Freight’s transportation capacity is provided by employee drivers operating company-owned equipment.

Other Services

Expedited Freight provides additional value-added services that are integrated into the overall operation of its network.

Expedited Freight offers truckload services which include expedited truckload brokerage, dedicated fleet services, as well as high security and temperature-controlled logistics services.

Other Expedited Freight services allow customers to access the following services from a single source:

•customs brokerage;

•warehousing, dock and office space;

•hotshot or ad hoc ultra-expedited services; and

•shipment consolidation and handling, such as shipment build-up and break-down and reconsolidation of air or ocean pallets or containers.

Customers

Our Expedited Freight wholesale customer base is primarily comprised of freight forwarders, third-party logistics (“3PL”) companies, integrated air cargo carriers and passenger, cargo airlines, steamship lines and retailers. Expedited Freight’s freight forwarder customers vary in size from small, independent, single facility companies to large, international logistics companies. Our dependable service and wide-ranging service offerings also make Expedited Freight an attractive option for 3PL providers. Integrated air cargo carriers use our network to provide overflow capacity and other services, including shipment of bigger packages and pallet-loaded cargo. ~~In 2024, Expedited Freight’s ten largest customers accounted for approximately 27% of its revenue and no single customer had revenue greater than 10% of Expedited Freight revenue.~~

Omni Logistics

Overview

Omni, ~~founded in 2000 and headquartered near Dallas, Texas,~~ is anour asset-light, high-touch logistics and supply chain management ~~company~~operation with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, ~~and value-added services~~ for time-sensitive freight to U.S.-based customers operating both domestically and internationally. Omni offers contract logistics including warehousing and value-added services. Also, Omni provides business-to-business solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni.

Core Offerings

Omni focuses on providing customized logistics solutions for high-value, mission-critical freight for some of the industry’s most demanding customers. Its core offerings include domestic freight, value-added warehousing and distribution and international freight:

•Domestic Freight

◦•Partnering with leading carriers to provide a full menu of LTL, expedited and truckload services based on various time requirements;

◦•Specialized delivery for high-value freight, including white glove and team delivery, installation, unpacking, debris removal, light assembly, repackaging, inspection and crating/uncrating;

◦•Supply chain engineering, appointment scheduling, site survey, track and trace, 24-hour call center and database management;

◦•Air charter, next flight out, hand carry and other expedited services; and

◦•Reverse logistics, trade shows, project logistics, cold chain management, chain of custody and small pack;. ~~and~~

•~~Value-Added~~Contract ~~Warehousing and Distribution~~Logistics

◦•Global warehousing and distribution and e-commerce fulfillment solutions, including inventory management, cross docking, kitting and pick and pack;

◦•Free Trade zone and bonded warehouse capabilities; and

◦•System level testing, tape and reel, ink/laser marking, repair, splitting, baking, kitting, packing, binning and returns management;. ~~and~~

•International Freight

◦•Primarily focused on Asia to the United States and Intra-Asia air transportation with expanding service offerings in other markets; and

◦•International compliance and customs brokerage ensure stringent compliance requirements are met while expediting delivery times.

Operations

Omni’s primary office is located ~~near~~in Dallas, Texas, with other offices located around the globe in order to support their global supply chain customers. Omni has ~~109~~125 service centers, primarily located in the United States and the Asia-Pacific region.

~~Transport Services~~Transportation

Omni primarily utilizes third-party transportation providers including ground, air and ocean transportation providers, and also utilizes a mix of Company-employed drivers. During ~~2024~~2025, ~~approximately~~substantially ~~99%~~all of Omni’s direct transportation expenses ~~were provided by third-party transportation providers and 1% by Company-employed drivers.~~

were provided by third-party transportation providers.

Customer and Go-To Market Strategy

Omni’s customer base is primarily comprised of medium to large corporate customers providing goods in the technology, manufacturing and retail sectors, as well as other transportation companies that require additional supply chain solutions. In 2024, Omni’s ten largest customers accounted for approximately 41% of its operating revenue with the first and second largest customers making up approximately 14% and 13% of that total. Of those remaining, no single customer with revenue greater than 10% of Omni revenue for 2024.

Omni’s sales force is focused on servicing the global supply chain of United States-based customers with support from a centralized solutions team with cross-functional expertise dedicated to supporting the salespeople in global multi-modal supply chain solutions. Omni deploys global, multi-modal capabilities, which allows the salespeople to partner across customers’ organizations and supply chains by offering a comprehensive and a unique suite of global services to meet highly complex customer needs, including global logistics services, visibility and execution.

Intermodal

Overview

Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and CFS warehouse and handling services. Intermodal also provides line haul and local LTL service in the Midwest, as well as CFS warehousing services (e.g. devanning, unit load device build-up/tear-down, and security screening) for air and ocean import/export freight at five of its total network terminals. Our Intermodal service differentiators include:

•immediate proof of delivery and signature capture capability via tablets;

•all drivers receive dispatch orders on hand-held units and are trackable via GPS; and

•daily container visibility and per diem management reports.

Operations

Intermodal’s primary office is located in Oak Brook, Illinois. Intermodal’s network consists of 2826 locations primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast.

Transportation

Intermodal utilizes a mix of Company-employed drivers, Leased Capacity Providers and third-party motor carriers. During ~~2024~~2025, approximately ~~62.1~~64% of Intermodal’s direct transportation expenses were provided by Leased Capacity Providers, ~~33.5~~30% by Company-employed drivers, and ~~4.4~~6% by third-party motor carriers.

All of our Intermodal company and independent contractor tractors are equipped with computer tablets, which enable us to communicate with our drivers, plan and monitor shipment progress and monitor ~~our~~the drivers’ hours of service. We use the real-time global positioning data obtained from these devices to improve customer and driver service, and provide a high level of shipment visibility to our customers (including immediate proof of delivery signature capture). We believe that our technology is a key differentiator and enables us to provide a higher level of service than our competitors.

Customers

Intermodal’s customer base is primarily comprised of international freight forwarders, passenger and cargo airlines, beneficial cargo owners and steamship lines. ~~In 2024, Intermodal’s ten largest customers accounted for approximately 27% of its operating revenue and had no single customer with revenue greater than 10% of Intermodal revenue for 2024.~~

Discontinued Operations

In December 2023, the Board approved a strategy to divest of the Final Mile business (“Final Mile”), and the sale of Final Mile was completed on December 20, 2023. Final Mile provided delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout the United States. As a result of the divestiture of the Final Mile business, the results of operations for Final Mile are presented as a discontinued operation in our Consolidated Statements of Comprehensive Income for all periods presented and all assets and liabilities were reflected as “Assets and liabilities held for sale” in our Consolidated Balance Sheets for the prior period.

Competition

We compete in the North American transportation and logistics services industry, and the markets in which we operate are highly competitive, very fragmented and historically have few barriers to entry. We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers. To a lesser extent, we also compete with integrated air cargo carriers and passenger airlines. Our competition ranges from small operators that operate within a limited geographic area to companies with substantially greater financial and other resources, including greater freight capacity.

1211

Our Expedited Freight segment primarily competes with other national and regional truckload carriers. Expedited Freight also competes with LTL carriers, and to a lesser extent, integrated air cargo carriers and passenger and cargo airlines. The Omni Logistics segment competes in the 3PL space with primary focus on freight forwarding, warehouse and distribution, specialized services, and customs brokerage and trade compliance. Our Intermodal segment primarily competes with national and regional drayage providers.

We believe competition in our segments is based primarily on quality of service, price, available capacity, on-time delivery, flexibility, reliability, security, transportation rates, location of facilities, and business relationships, and we believe we compete favorably with other transportation service companies in these areas. To that end, we believe our Expedited Freight segment has an advantage over other ~~truckload and~~ LTL carriers because Expedited Freight delivers faster, more reliable services between cities at rates that are generally significantly below the price to transport the same shipments to the same destinations by air. We believe our Omni Logistics segment has a competitive advantage over other global freight forwarding and logistics solution providers because of our people, network, and technology. We have a dedicated account management team for each customer, empowered to make quick decisions to service our customers. Our asset and partner network allows us to react quickly and ~~secure~~provide the correct ~~asset~~service for the job. Our technology enables us to customize systems and automate processes, capturing delivery requirements and maintaining them for future shipments. We prioritize collaborative partnerships with our customers, focusing on building trust and differentiation. We emphasize understanding our client’s business priorities and challenges before designing a solution, aiming to be an extension of our client’s business and seamlessly blending with their operations. We believe our Intermodal segment has a competitive advantage over other drayage providers because we deliver more reliable service while offering greater shipment visibility and security. Additionally, we believe our Intermodal segment is one of the leading providers of drayage and related services in North America today.

Marketing

We market all of our services through a sales and marketing team located in major markets of the United States. Senior leadership is also actively involved in sales and marketing to national and key local accounts. We participate in trade shows and advertise our services through digital marketing channels, trade publications, and the Internet via www.tlxpedited.com, www.forwardair.com, www.forwardaircorp.com, www.forward-intermodal.com, and www.omnilogistics.com. Our websites promote and describe our services in addition to lead generation support. The information on our websites is not part of this filing and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.

Seasonality

Generally, our operating results have been subject to seasonal trends when measured on a quarterly basis. Typically, the first quarter is the weakest while the third and fourth quarters are the strongest. This seasonal pattern has been the result of numerous factors such as economic conditions, customer demand, weather, and national holidays. Additionally, a significant portion of our revenue is derived from customers whose business levels are impacted by trends in the economy.

Workforce

We recognize that our workforce, including our freight handlers, is our most valuable asset. Through ongoing talent development, comprehensive compensation and benefits, and a focus on health, safety and employee well-being, we strive to help our employees in all aspects of their lives so they can do their best at work. The recruitment, training and retention of qualified employees isare essential to support our continued growth and to meet the service requirements of our customers.

As of December 31, ~~2024~~2025, we had 6,~~319~~062 full-time employees, which includes 1,~~992~~994 freight handlers and an additional ~~267~~294 part-time employees, the majority of which were freight handlers. In ~~2024~~2025, none of our employees were covered by a collective bargaining agreement.

Talent Management

Our talent processes are integrated into the Forward Air business strategy, and are a key component to recruiting, hiring, developing, rewarding and retaining top-performing talent.

Our performance management approach includes goal setting that is directly linked to the strategic direction of the company, supported by ongoing feedback from managers and a formal annual review process that aligns with our compensation strategy. This structure helps ensure clarity of expectations, accountability, and alignment across the organization.

We also maintain a formal talent review process that works in connection with performance management to support career development and succession planning at both the individual and organizational levels. This process is designed to identify development opportunities, support leadership continuity, and meet the long-term strategic needs of the business.

Developing talent and leaders at all levels of the organization is critical to our long-term success. We offer a range of development programs, including early career, technical, leadership, and management initiatives, along with broader learning opportunities designed to support employee growth and skill development. These efforts reinforce our values, support effective collaboration, and help ensure our workforce is prepared to meet evolving business needs. We also partner with academic institutions and external professional organizations to enhance professional development opportunities across the organization.

Compensation & Benefits

We regularly benchmark our jobs to ensure our compensation and benefit practices are competitive. We are committed to providing a total reward package that is market-competitive and performance-based and drives innovation and operational excellence. Our compensation and benefit programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with and drives shareholder value. Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on experience, skills, proficiency, and performance to attract and retain key talent. In addition to salaries, our compensation programs include annual incentive bonuses and stock awards, dependent upon the position and level of the employee. We also offer a retirement savings plan with a company match as well as a portfolio of market-competitive benefits.

Roadway Health and Safety

We are committed to educating our employees and promoting driver health and wellness through routine communication campaigns and information designed to emphasize the importance of safe operations. Drivers of our Leased Capacity Providers complete a three-day safety orientation as part of their onboarding where they are assigned several training courses, and from time-to-time, additional safety trainings may also be assigned on an ongoing basis, dependent upon driving behaviors.

13We invest in a variety of programs focused on improving and maintaining driver health and wellness. We provide drivers access to a fatigue management service with the goal of reducing fatigue-related accidents and encouraging healthy, restful sleep. We have implemented fleet safety equipment, including electronic monitoring systems, to track driver safety, well-being, and health through monitoring of speed and proper hours-of-service required rest breaks.

We ~~invest~~provide in a ~~variety~~quarterly ofsafety ~~programs~~bonus ~~focused~~and onannual ~~improving~~vehicle ~~and~~giveaway ~~maintaining~~to ~~driver~~incentivize ~~health~~our ~~and~~Leased ~~wellness~~Capacity Providers to promote safe driving practices. WeBoth ~~provide~~initiatives celebrate drivers ~~access~~of toour aLeased ~~fatigue~~Capacity ~~management~~Providers ~~service~~who ~~with~~have ~~the~~zero ~~goal~~moving ofviolations ~~reducing~~or ~~fatigue-related~~ accidents ~~and~~on ~~encouraging~~a ~~healthy,~~quarterly ~~restful sleep~~basis. WeDrivers ~~have~~who ~~implemented~~obtain ~~fleet~~four ~~safety~~quarterly ~~equipment,~~bonuses ~~including~~are ~~electronic~~eligible ~~monitoring~~to ~~systems,~~win toa ~~track~~new ~~driver~~personal ~~safety~~vehicle. In 2025, ~~well~~211 Leased Capacity Providers and Company-~~being~~employed drivers qualified for the vehicle giveaway. Looking ahead, we will continue to identify and ~~health~~promote ~~through~~programs ~~monitoring~~that offocus ~~speed~~on the health and ~~proper~~wellness ~~hours-~~for the drivers of~~-service-required~~ ~~rest~~our ~~breaks.~~Leased Capacity Providers.

We provide a quarterly safety bonus and annual vehicle giveaway to incentivize our Leased Capacity Providers to promote safe driving practices. Both initiatives celebrate drivers of our Leased Capacity Providers who have zero moving violations or accidents on a quarterly basis. Drivers who obtain four quarterly bonuses are eligible to win a new personal vehicle. In 2024, 146 Leased Capacity Providers and Company-employed drivers qualified for the vehicle giveaway. Looking ahead, we will continue to identify and promote programs that focus on the health and wellness for the drivers of our Leased Capacity Providers.

Workplace Health and Safety

We are committed to the safety of our employees and independent contractors. Our safety program focuses on risk reduction and safety management procedures that promote preventative measures.

We employ, maintain, and monitor a robust health and safety program for all of our workers to prevent workplace incidents. Policies and procedures exist to investigate accidents and monitor lessons learned, driving continuous improvement in the health and safety practices across our facilities. All of our employees are assigned to training courses as part of onboarding and employees may be assigned additional refresher trainings based on corrective action or identified risk.

~~Diversity~~13

We believe that our employees’ unique and diverse capabilities positively impact our success. Our commitment to diversity and inclusion starts at the top with a highly skilled and board with diverse experience and background.

We are committed to fostering a culture of diverse representation in our overall employee base as well as furthering initiatives for compensation equity, employee engagement, development and inclusion. We believe that incorporating diversity and inclusion (“D&I”) initiatives into our everyday business practices enhances innovation and enables diversity of thought. Building upon our core values, our employees value learning from different perspectives and welcome the opportunity to work with those of diverse backgrounds. Through our D&I initiatives, employees take part in robust training, such as understanding diversity, generational awareness, and emotional intelligence. We also provide our employees with Employee Resource Groups to help foster a diverse and inclusive workplace as well as provide for the growth and development of underrepresented groups.

Compensation

We regularly review surveys of market rates for jobs to ensure our compensation practices are competitive. We are committed to providing total rewards that are market-competitive and performance-based, driving innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives shareholder value. Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent. In addition to salaries, our compensation programs include annual incentive bonuses, stock awards, and participation in a retirement savings plan, dependent upon the position and level of employee. We also invest in talent development initiatives to support the ongoing career development of all employees, including learning workshops that target all levels of employees.

Equipment

We manage a trailer pool that is utilized by all of our businesses to move freight through our networks. Our trailer pool includes dry van, refrigerated and roller-bed trailers, and substantially all of our trailers are 53 feet long. We own the majority of the trailers we use, but we supplement at times with leased trailers. As of December 31, ~~2024~~2025, there were 54,~~346~~730 owned trailers in our fleet with an average age of approximately ~~nine~~eight years. In addition, as of December 31, ~~2024~~2025, we also had ~~351~~133 leased trailers in our fleet. As of December 31, ~~2024~~2025, we had ~~325~~297 and ~~716~~450 owned and leased tractors and straight trucks, respectively, in our fleet, with an average age of approximately ~~six~~seven years.

Corporate Sustainability

We embrace a comprehensive approach to sustainability that addresses Environmental, Social, and Governance (“ESG”) factors.

Our ~~integrated~~sustainability ~~framework~~strategy ~~focuses~~is onorganized ~~three~~around ~~pillars:~~four ~~(i)~~impact areas—People, Planet, Customer, and ~~Communities;~~Community—which ~~(ii)~~together ~~Customer;~~reflect the topics most relevant to our business and ~~(iii)~~our ~~Environment~~stakeholders. ~~After~~These ~~completing~~areas anbuild ~~assessment~~on inthe material topics identified through our 2020 ~~utilizing~~assessment, which utilized the Sustainable Accounting Standards Board (SASB) standards and ~~conducting~~ a third-party stakeholder ~~assessment,~~review. weThat assessment identified ten priority areas ~~within these three pillars~~ that wecontinue ~~believe are relevant~~ to ~~our~~anchor ~~business and important to~~ our ~~employees, communities, customers, investors, partners and contractors, and which form the foundation for our sustainability strategy~~work:

• Roadway Health & Safety • Measurement & Disclosure • Workplace Health & Safety • Information Security • Independent Contractor Practices • Responsible Supplier Practices • ~~Diversity,~~Engagement ~~Equity, Inclusion,~~ and ~~Belonging~~Connectivity ~~(DEI&B)~~ Practices • Green House Gas (GHG) Emissions Reduction ~~Practices~~ • Community Impact & Partnerships Practices • Air Quality Practices

We ~~have deployed and~~ continue to ~~develop~~invest ~~meaningful~~in the resources and structures necessary to manage sustainability-related risks and ~~to capitalize on related~~ opportunities ~~for~~across the ~~benefit~~enterprise. ofOversight ~~our stakeholders, including by creating roles designed to maintain oversight~~ of our ~~vision,~~sustainability ~~strategic planning~~strategy, performance ~~management~~, and continuous-improvement activities. Inis ~~addition,~~maintained ~~the~~by ~~charter~~dedicated ofESG ~~the~~leadership. The Corporate Governance and Nominating ~~Committee~~ (~~the “~~CG&N) Committee”) ~~gives~~has ~~the~~responsibility ~~CG&N~~for ~~Committee~~ oversight ~~over~~of our sustainability-related efforts. At least twice a year, management provides the CG&N Committee iswith ~~updated~~updates on ~~each of~~ these topics, and ~~provides~~at ~~feedback and direction that it deems appropriate. At~~ least annually, the Chair of the CG&N Committee ~~will~~reports ~~provide a report on these topics~~ to the full Board.

InSince publishing our first ESG report in 2021, we ~~published~~have continued to mature our ~~first~~sustainability ~~ESG~~program ~~Report~~through expanded governance, improved data collection, and ~~created~~enhanced ~~our~~disclosure practices. These efforts have included establishing an internal ESG Steering Committee, ~~which~~completing ~~oversees~~annual ~~our~~greenhouse ~~company-wide~~gas ~~strategy~~inventories, ~~and~~broadening ~~meets~~data atcoverage, ~~least~~aligning ~~quarterly~~disclosures ~~and~~with the Task Force on anClimate-Related Financial Disclosures framework, and participating in external disclosure platforms such as CDP. Over time, we have also advanced emissions-~~needed~~reduction ~~basis~~initiatives, improved customer-facing carbon accounting capabilities, and published annual ESG reports reflecting the continued evolution of our program.

In ~~2022~~2025, we ~~streamlined~~continued strengthening our ~~internal~~sustainability foundation while transitioning from an ESG report to a more comprehensive Sustainability Report aligned with our four-pillar structure. Key efforts included integrating emissions data ~~collection~~from ~~process~~our combined network, ~~completed~~enhancing ~~our~~customer-facing ~~Greenhouse~~carbon ~~Gas~~accounting ~~(“GHG”)~~methodologies, ~~inventory~~advancing evaluations of future low-carbon and electrification opportunities, ~~set~~and ~~measurable~~expanding ~~targets~~employee and ~~goals~~community engagement activities across our operations. We also further matured our governance and disclosure practices through external benchmarking and assurance, including completing our first EcoVadis submission and ~~published~~obtaining limited third-party assurance of our ~~second~~combined ~~ESG~~greenhouse ~~report~~gas inventory.

InDetails ~~2023,~~around wethe ~~completed~~four ~~our~~impact ~~GHG~~areas—People, ~~inventory~~Planet, ~~collected additional data~~Customer, and ~~published~~Community—supporting our ~~third~~ ESG ~~report.~~strategy We also completed our Task Force on Climate-Related Financial Disclosures analysis (“TCFD”) and submitted to CDP, a not-for-profit charity that runs the global disclosure system. Both our CDP report and new TCFD index are ~~included~~as ~~on our website in the 2022 ESG report update.~~ follows:

In 2024, we expanded our emissions reduction efforts by implementing an idle time reduction program, improving carbon accounting granularity for our customers and investigating an EV pilot that will be further refined in 2025. We also published our fourth ESG report and submitted to CDP for the second year in a row. Our CDP report is included on our website in the 2023 ESG report update.People

~~People~~We are committed to supporting a safe, engaged, and ~~Communities~~connected workforce across our operations. As part of this pillar, we focus on Roadway Health & Safety, Workplace Health & Safety, Independent Contractor Practices, and Engagement & Connectivity Practices.

We are committed to maintaining safe facilities for our employees, independent contractors, customers and partners. As part of this pillar, we focus on Roadway Health & Safety, Workplace Health & Safety, Independent Contractor Practices, and DEI&B Practices.14

~~For~~We ~~instance, we employ,~~ maintain, and continuously monitor acomprehensive ~~robust~~health ~~Health~~ and ~~Safety~~safety ~~program~~programs ~~for~~designed ~~all~~to ofprevent ~~our~~workplace ~~workers~~incidents ~~which~~and ~~establishes~~promote ~~procedures~~a ~~and~~strong ~~policies~~safety toculture ~~prevent~~for ~~workplace~~employees ~~incidents.~~and Asindependent ~~part~~contractors. ofThese ~~our~~programs ~~program,~~include wefacility-level ~~have~~safety ~~implemented~~procedures and a ~~comprehensive~~company-wide Emergency Preparedness Plan ~~(“EPP”)~~aligned ~~at all our facilities. The EPP is compliant~~ with Occupational Safety and Health Administration standards.

We are also ~~remain~~ committed to fostering a ~~diverse~~workplace ~~and~~culture ~~inclusive~~that ~~work~~supports ~~environment~~engagement, belonging, and professional growth. In 2020, we ~~created~~established aan ~~DEI~~Engagement &B Connectivity Council to ~~promote~~strengthen employee ~~inclusion~~connection, participation, and ~~engagement.~~collaboration ~~Since~~across the ~~creation~~organization. ofSince ~~the~~its ~~DEI&B Council~~formation, ~~among other initiatives,~~ we have implemented initiatives including paid parental leave, ~~launched~~floating ~~Employee~~paid ~~Resource~~holidays, ~~Groups~~and tointernal ~~foster~~programs anthat ~~inclusive~~recognize ~~environment~~ and ~~celebrated~~celebrate ~~different~~employee ~~cultures~~perspectives ~~by commemorating key diversity holidays, observances, celebrations~~ and ~~provided~~shared ~~floating paid holidays~~experiences.

We are committed to supporting and giving back to the communities where we live and work, particularly through the support of our employee Veterans, and to the community of Veterans in North America. For instance, we continue to support our Veterans through our charitable organization, Operation: Forward Freedom, a manifestation of our ongoing commitment to Veteran-related causes. In 2024, we hosted our third annual Drive for Hope Golf tournament where we raised $350,000 for Hope for the Warriors. Hope for the Warriors is a 501(c)(3) nonprofit whose mission is to care for and empower service members and military families challenged by the physical, moral and psychological effects of war.

We also partner with non-profit organizations that positively impact our communities and our industry such as Truckers Against Trafficking, Women in Trucking and Drexel Hamilton.

Customer

We are committed to ~~providing~~delivering ~~the~~reliable, ~~industry’s highest~~ high-quality ~~service~~transportation inservices ~~delivering~~that onmeet our customers’ operational and sustainability expectations. As part of this pillar, we focus on Measurement & Disclosure, Information Security, and Responsible Supplier Practices.

We ~~remain~~support ~~committed to~~ transparent and ~~sustainable~~responsible business practices. Asthrough ~~part~~continued ofinvestment ~~this~~in ~~ongoing~~digital, ~~commitment~~cloud-based, ~~we have transformed~~ and ~~innovated~~data-management ~~several~~systems ofthat ~~our~~improve ~~digital~~operational ~~and~~efficiency ~~cloud technologies to create more efficient~~ and ~~integrated~~performance ~~processes~~measurement. We deploy ~~various programs, including~~ Safety and Environmental Management Systems, and related tools to collect ~~meaningful~~and ~~data~~communicate ~~that~~relevant isinformation ~~communicated~~across ~~with~~business ~~all~~units ~~divisions~~ and ~~management~~leadership teams.

We ~~have~~maintain ~~also~~a ~~employed~~robust ~~proactive~~Information ~~measures~~Security program designed to protect our network, ~~computer~~ systems, and data from ~~cyber~~cybersecurity threats,. inOur ~~part,~~program byaligns ~~creating~~with aNational ~~robust~~Institute ~~Information~~of ~~Security~~Standards ~~program~~and inTechnology ~~early~~requirements, ~~2020.~~and Wewe ~~are~~continue ~~continuously deploying infrastructure~~ to ~~meet~~enhance ~~the~~our ~~National~~infrastructure ~~Institute~~and ofcontrols ~~Standards~~to ~~and~~address ~~Technology~~evolving ~~requirements~~risks.

AsThrough ~~part of~~ our Responsible Supplier ~~program~~Practices, we ~~work~~seek to better understand the sustainability ~~goals~~priorities of ~~both~~ our suppliers and customers. We are ~~establishing~~enhancing ~~new~~internal data -tracking ~~infrastructure~~capabilities and exploring opportunities to ~~grow~~broaden ~~our~~ supplier ~~diversity~~engagement ~~program~~ and ~~partnerships,~~participation ~~including~~over ~~by establishing future outreach initiatives designed to identify diverse suppliers~~time. ~~We aim to establish supplier diversification goals in the coming years.~~

~~Environment~~Planet

We are committed to promoting a healthier, natural environment by ~~striving~~pursuing ~~for~~ continuous ~~environmental~~improvement ~~improvements~~across ~~in all aspects of~~ our ~~business.~~operations ~~Environmental leadership requires not only our own action, but transparency~~ and ~~participation~~participating in ~~the~~ industry, ~~including~~efforts ~~conversations about innovations and advancements~~ that ~~make~~advance aenvironmental ~~difference~~performance. As part of this pillar, we focus on GHG Emissions Reduction Practices and Air Quality Practices.

As a transportation and logistics company, we ~~are~~recognize ~~conscious of~~ the environmental ~~effects~~impacts ofassociated with our operations. ~~and~~We ~~are~~track ~~committed to tracking~~ and ~~reducing~~manage ~~our~~ GHG emissions and ~~improving our~~ energy ~~efficiency.~~use Weand have established a preliminary goal to reduce absolute Scope 1 and Scope 2 GHG emissions (combined) by 2030 from a 2021 base year. We are currently updating our ESG roadmap to ~~align~~reflect our ~~previously~~combined ~~stated carbon reduction goals with our new~~ operations asfollowing athe ~~joint~~integration ~~organization~~ with Omni Logistics. We are also aligning with industry certifications, continuing to be a SmartWay certified company. SmartWay is a certification from the U.S. Environmental Protection Agency (“EPA”) verifying company compliance with EPA regulations, including fuel efficiency ranges and emission standards.

ToWe ~~learn more about our ESG strategy and all our focus areas, visit our ESG website, https://forwardair.metrio.net/,~~ also ~~accessible~~continue ~~through~~to ~~our~~participate ~~investor relations site. The information~~ in ~~our~~industry ~~ESG~~programs ~~report~~that ispromote ~~not~~fuel ~~incorporated~~efficiency ~~into,~~ and isemissions ~~not a part of~~reduction, ~~this~~including ~~report.~~maintaining WeSmartWay ~~are~~certification ~~committed~~through tothe ~~making~~U.S. ~~our~~Environmental ~~results~~Protection ~~count and will continue to update our future disclosures accordingly~~Agency.

16Community

Community is a core element of our sustainability framework and reflects the continued growth and maturation of our engagement efforts. We are evolving from localized charitable activities to a more structured, enterprise-wide approach that integrates employee engagement, strategic partnerships, and coordinated initiatives across our operations.

The central focus of this work is long-standing support for veterans and military families, including a strategic partnership with Hope for the Warriors, which we primarily support through organizing our annual Drive for Hope fundraising event and related community initiatives. These efforts are aligned with our values, support the communities where we live and work, and reinforce our role as a trusted and engaged corporate partner. Community initiatives are managed as part of our broader sustainability strategy and are informed by employee participation, stakeholder priorities, and ongoing evaluation of impact.

To learn more about our sustainability strategy and focus areas, visit our sustainability website at omnilogistics.com/our-impact/ or at forwardair.com/ourimpact. Details are also accessible through our investor relations site. The information

contained in our Sustainability Report is not incorporated into, and does not form a part of, this report. We will continue to refine our disclosures and report on progress as our sustainability efforts evolve.

Risk Management and Litigation

Under regulations of the Department of Transportation (“DOT”), we are liable for bodily injury and property damage caused by Leased Capacity Providers and employee drivers while they are operating equipment under our various motor carrier authorities. The potential liability associated with any accident can be severe and occurrences are unpredictable.

For vehicle liability, we retain a portion of the risk. Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us up to $10,000 (in thousands):

Risk Retention

~~Risk Retention~~

Frequency

~~Frequency~~

Layer

~~Layer~~

Policy Term

~~Policy Term~~

Expedited Freight

5,000

Occurrence/Accident¹

$0 to $5,000

10/1/2025 to 10/1/2026

LTL business

5,000

Occurrence/Accident¹

$0 to $5,000

10/1/2024 to 10/1/2025

5,000

Policy Term Aggregate2

$5,000 to $20,000

10/1/2025 to 10/1/2028

Truckload business

5,000

Occurrence/Accident¹

$0 to $5,000

10/1/2024 to 10/1/2025

¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.

LTL, Truckload and Intermodal businesses

5,000

Policy Term Aggregate²

$5,000 to $10,000

10/1/2024 to 10/1/2025

² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.

Intermodal

1,000

Occurrence/Accident¹

$0 to $1,000

10/1/2024 to 10/1/2025

¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.

² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.

Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $~~100~~25 thousand deductible per occurrence for our brokered services. Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 thousand per occurrence. We cannot guarantee that our self-insurance retention levels will not increase and/or that we may have to agree to more unfavorable policy terms as a result of market conditions, poor claims experience or other factors. We could incur claims in excess of our policy limits or incur claims not covered by our insurance. Any claims beyond the limits or scope of our insurance coverage may have a material adverse effect on us. Because we do not carry “stop loss” insurance, a significant increase in the number of claims that we must cover under our self-insurance retainage could adversely affect our profitability. In addition, we may be unable to maintain insurance coverage at a reasonable cost or in sufficient amounts or scope to protect us against losses.

From time to time, we are a party to other litigation arising in the normal course of our business, most of which involve claims for personal injury, property damage related to the transportation and handling of freight, or workers’ compensation. We do not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations.

Regulation

We are regulated by various ~~United~~federal ~~States~~ and state agencies, including the DOT. The DOT and the Federal Motor Carrier Safety Administration (“FMCSA”), an agency within the DOT, manages a Compliance, Safety, Accountability initiative (“CSA”) which governs matters such as safety requirements and compliance, registration to engage in motor carrier operations, drivers’ hours of service (“HOS”) requirements, and certain mergers, consolidations, and acquisitions. We are also subject to laws and regulations under the ~~United~~EPA ~~States Environmental Protection Agency~~ and the Occupational Safety and Health Administration, which regulate safety, the supervision of hazardous materials, water discharges, air emissions, solid waste disposal and the release and cleanup of other substances. These regulatory authorities have broad powers, generally governing matters such as authority to engage in motor carrier operations, as well as motor carrier registration, driver hours of service, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions and periodic financial reporting. The trucking industry is also subject to regulatory and legislative changes from a variety of other governmental authorities, which address matters such as: increasingly stringent environmental, occupational safety and health regulations, limits on vehicle weight and size, ergonomics, port security, and hours of service. In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration and Customs and Border Protection (“CBP”) within the United States Department of Homeland Security, and our domestic customs brokerage operations are licensed by CBP.

1716

We are also subject to employment laws and regulations, including the changing regulatory landscape, with the potential effects of California Assembly Bill 5 ("California AB5"), which introduced a new test for determining worker classification that is viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships.

Additionally, our international business operations are subject to requirements imposed by the laws and regulations of those jurisdictions. Regulatory requirements, and changes in regulatory requirements, may affect our business or the economics of the industry by requiring changes in operating practices or by influencing the demand for and increasing the costs of providing our services.

In addition, Omni delivers international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services, primarily focused on Asia to the United States and Intra-Asia air transportation. As an international freight forwarder, Omni is required to follow sanctions and export control regulations of the countries in which it operates and those relevant to the transaction in hand. We are subject to and maintain compliance with various anti-corruption and anti-bribery statutes such as the Foreign Corrupt Practices Act, the UK Bribery Act 2010, and certain other foreign countries' equivalent statutes or programs in the countries in which we operate.

Service Marks

We maintain a variety of service marks and trademarks specific to our ~~Forward and Omni~~ business through our subsidiaries, which we believe are of significant value to our business. As our brands evolve, certain of these marks may go out of use, and others may be developed over time. We aim to protect these marks and other intellectual property as they are critical to our marketing strategy.

Through our subsidiary Forward Air Royalty, LLC, we hold the United States federal trademark registrations associated with the following service marks: Forward (logo), circle design (logo), Forward Air, Forward Air (logos), Forward Air Complete, Forward Air Complete (logo), TQI, inc. (logo), FAF, Inc. (logo), North America’s Most Complete Road Feeder Network, and Keeping Your Business Moving Forward. We additionally have certain common law service mark rights, including in the tagline When It Matters, Think Forward, that is not currently registered with the United States Patent and Trademark Office. As our brands evolve, certain of these marks may go out of use, and others may be developed over time.

Through our subsidiary Omni Logistics, LLC, we hold the (i) trademark applications and registrations associated with the Omni logo and word mark in Canada, Chile, China, Colombia, Ecuador, European Union, Hong Kong, Japan, Korea, Malaysia, Mexico, Peru, Singapore, Taiwan, Thailand, United Kingdom and the United States and (ii) United States federal trademark registration associated with the word mark LiVe Logistics. Through our subsidiary Mach 1 Air Services, LLC, we hold the Mexican trademark registrations associated with the Mach 1 logo and word mark and with the tagline Others promise, we deliver. Through our subsidiary Pacific Logistics, LLC, we hold the United States federal trademark registrations for PLC Pacific Logistics Corp. (word mark) and PLC (word mark). Through our subsidiary Trinity Logistics USA, Inc., we hold the word mark registration of Trinity Logistics in the European Union. Through T L World (Private) Limited (Sri Lanka), we hold the trademark registration for Trinity Logistics (logo). Through our subsidiary Bigger, Farther, Faster, LLC (d/b/a Ramp Logistics), we hold the United States federal trademark registration associated with the Ramp Logistics word mark and logo. Through our subsidiary IVIA Services, LLC, we ~~holds~~hold the United States federal trademark registration associated with the word mark IVIA. Through our subsidiary Millhouse Logistics Services, LLC, we hold the United States federal trademark registration associated with the Millhouse logo. Through our subsidiary A G World Transport, Inc., we hold the United States federal trademark registrations associated with the two AG logos.

Available Information

We file reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K., and other reports and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended from time to time. We are an electronic filer and the SEC maintains an Internet site at www.sec.gov that contains these reports and other information filed electronically. We make available free of charge through the Investor Relations portion of our website such reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. Our website address is www.forwardair.com. Our goal is to maintain our website as a portal through which investors can easily find or navigate to pertinent information about us. The information provided on the website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.

1817

Item 1A. Risk Factors

The following are important risk factors that could affect our financial performance and could cause actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Annual Report on Form 10-K or our other filings with the SEC or in oral presentations such as telephone conferences and webcasts open to the public. You should carefully consider the following factors and consider these in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our Consolidated Financial Statements and related Notes in Item 8.

Risks Relating to Our Business and Operations

Overall economic conditions that reduce freight volumes could have a material adverse impact on our operating results and ability to achieve growth.

We are sensitive to ~~changes~~economic conditions, in ~~overall~~particular, ~~economic~~those ~~conditions~~ that impact customer shipping volumes, industry freight demand and industry truck capacity. The transportation and supply chain industries ~~historically~~ have historically experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of customers, interest and currency rate fluctuations, inflation, supply chain disruptions, labor shortages and other economic factors beyond our control. Changes in U.S. or international trade policy ~~could~~impact ~~lead to “trade wars” impacting~~ the volume of economic activity domestically orand internationally, and as a result, trucking freight volumes may be materially reduced. Such areductions ~~reduction~~ may materially and adversely affect our business. The U.S. has recently enacted and proposed to enact significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S.

~~Deterioration~~The inimposition ~~the~~of ~~economic~~tariffs ~~environment~~and ~~subjects~~other ~~our~~trade ~~business~~barriers toby ~~various~~the ~~risks~~U.S. government, including widespread baseline and country-specific tariffs on imported goods from countries such as China and Canada, has heightened global trade tensions, resulting in China, among other countries, imposing reciprocal tariffs in response. Significant uncertainty remains regarding U.S. trade policies, treaties, and tariff enforcement. These developments and the ~~following~~evolving ~~that~~circumstances surrounding international trade negotiations may ~~have~~materially aimpact ~~material~~global economic conditions, disrupt the stability of international financial markets, and ~~adverse~~reduce ~~impact~~global trade activity with U.S. trading partners––particularly with China. If the impacts from the current tariff landscape on ~~our~~the ~~operating~~Company’s ~~results~~business ~~and~~are ~~cause~~more ussevere ~~not~~than toexpected ~~maintain~~as ~~previously~~a ~~achieved~~result of shipments originating from tariff-impacted countries or ~~projected~~the ~~levels~~geopolitical or trade relationships between the U.S. and other countries, particularly China, deteriorate further, such impact could have a material adverse effect on the Company’s financial position, results of ~~profitability~~operations and/or ~~achieve~~cash ~~growth:~~flows.

•AAdditionally, ~~reduction~~deterioration in ~~overall~~the ~~freight~~economic ~~volumes~~environment ~~reduces~~or ~~our revenues and opportunities for growth. In addition, a decline in~~ the ~~volume~~occurrence of ~~freight shipped due to~~ a ~~downturn~~large-scale ineconomic ~~customers’~~event ~~business~~subjects ~~cycles or other factors (including~~ our ~~ability~~business to ~~assess~~various ~~dimensional~~risks, ~~and~~including ~~weight-based~~the ~~charges)~~following ~~generally~~that ~~results~~may inhave ~~decreases~~a inmaterial ~~freight pricing~~ and ~~decreases~~adverse inimpact ~~revenue~~on ~~derived~~our ~~from~~operating ~~various~~results ~~surcharges~~ and ~~accessorial~~cause ~~charges.~~us Innot ~~our~~to ~~LTL~~maintain ~~business,~~previously ~~these~~achieved ~~decreases~~or ~~typically~~projected ~~reduce~~levels ~~the average revenue per pound~~ of ~~freight,~~profitability asor ~~carriers~~achieve ~~use price concession to compete for loads to maintain truck productivity.~~growth:

•~~Our~~A ~~base~~reduction ~~transportation~~in ~~rates~~overall ~~are~~freight ~~determined~~volumes ~~based~~reduces onour ~~numerous~~revenues ~~factors~~and ~~such~~opportunities asfor ~~length~~growth. ofIn ~~haul~~addition, ~~weight~~a ~~per~~decline ~~shipment~~in ~~and~~the volume of freight ~~class.~~shipped ~~During~~due ~~economic~~to ~~downturns~~a ~~and~~downturn ~~periods~~in ofcustomers’ ~~low~~business ~~freight~~cycles ~~volume,~~or weother ~~may~~factors ~~also~~(including ~~have~~our ability to ~~lower~~assess ~~our~~dimensional ~~base~~and ~~transportation~~weight-based ~~rates~~charges) ~~based~~generally onresults ~~competitive~~in decreases in freight pricing ~~pressures~~and decreases in revenue derived from various surcharges and ~~market~~accessorial ~~factors~~charges. In our LTL business, these decreases typically reduce the average revenue per pound of freight, as carriers use price concessions to compete for loads to maintain truck productivity.

•Our base transportation rates are determined based on numerous factors such as length of haul, weight per shipment and freight class. During economic downturns and periods of low freight volume, we may also have to lower our base transportation rates based on competitive pricing pressures and other market factors.

•Some of our customers may face economic difficulties that affect their ability to pay us, and some may go out of business. In addition, some customers may not pay us as quickly as they have in the past, causing our working capital needs to increase.

•A significant number of our transportation providers may go out of business, and we may be unable to secure sufficient equipment or other transportation services to meet our commitments to our customers.

•We may not be able to appropriately adjust our expenses to changing market demands as we have certain fixed expenses that we may not be able to adjust in a period of rapid change in market demand. In order to maintain high degree of cost variability in our business model, it is necessary to adjust staffing levels to changing market demands. In periods of rapid change, it is more difficult to match our staffing levels to our business needs.

•If the domestic freight forwarder, Expedited Freight’s primary customer type, is disintermediated, and we are not able to transition effectively into servicing other customers, like third-party logistics companies and beneficial cargo owners, our business and financial results could be materially adversely affected.

1918

Inflation may increase our operating expenses and lower profitability.

Most of our operating expenses are sensitive to increases in inflation, including equipment prices, real property rental costs, fuel costs, insurance costs, employee wages and purchased transportation. ~~While~~Inflation wemay ~~have~~generally ~~begun~~increase toour ~~see~~costs ~~stabilization~~for inmaterials, ~~inflation~~supplies, ~~rates~~services ~~during~~and ~~the~~capital. ~~past~~With ~~several~~increasing ~~years~~costs, we may have ~~experienced~~to ~~significantly~~increase ~~increased~~our ~~economic~~prices ~~and~~to ~~demand~~maintain ~~uncertainty,~~the ~~which~~same ~~led~~level toof ~~inflationary~~profitability. ~~pressure~~If inwe ~~the~~are ~~U.S.~~unable ~~and~~to ~~elsewhere,~~increase ~~and~~ our prices sufficiently to ~~disruption~~offset ~~and~~increasing ~~volatility~~expenses, inthen ~~the~~inflation ~~demand~~could ~~for~~have ~~our~~a ~~services,~~material ~~and~~adverse effect on our ~~suppliers’~~financial ~~ability~~condition, toresults ~~fill~~of ~~orders~~operations, liquidity and ~~global~~cash ~~capital markets~~flows.

Inflation may generally increase our costs for materials, supplies, ~~and~~ services and capital. With increasing costs, we may have to increase our prices to maintain the same level of profitability. If we are unable to increase our prices sufficiently to offset increasing expenses, then inflation could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Volatility in fuel prices, shortages of fuel or the ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability.

We are subject to risks associated with the availability and price of fuel. Fuel prices have fluctuated dramatically over recent years. Future fluctuations in the availability and price of fuel could adversely affect our results of operations. Fuel availability and prices can be impacted by factors beyond our control, such as natural or man-made disasters, adverse weather conditions, political events, economic sanctions imposed against oil-producing countries or specific industry participants, disruption or failure of technology or information systems, price and supply decisions by oil producing countries and cartels, terrorist activities, armed conflict, tariffs, sanctions, other changes to trade agreements and world supply and demand imbalance. Over time we have been able to mitigate the impact of the fluctuations through fuel surcharge programs. Our fuel surcharge rates are set weekly based on the national average for fuel prices as published by the U.S. Department of Energy and our fuel surcharge table. Our fuel surcharge revenue is the result of our fuel surcharge rates and the tonnage transiting our networks. 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 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. There can be no assurance that our fuel surcharge revenue programs will be effective in mitigating the full impact of future increases in fuel prices. Conversely, decreases in fuel prices reduce the amount of revenue derived from our fuel surcharge programs and accordingly, could reduce our consolidated revenues and may reduce margins for certain businesses. In addition to changing fuel prices, fluctuations in volumes and related load factors may subject us to volatility in our fuel surcharge revenue. Fuel shortages, changes in fuel prices and the potential volatility in fuel surcharge revenue may adversely impact our results of operations and overall profitability.

The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.

We may be unable to realize all of the anticipated benefits of the Omni Acquisition. Our success will depend, in part, on our ability to realize the anticipated benefits and synergies from reorganizing our corporate structure and combining the businesses of the Company and Omni following the Omni Acquisition, including cost and revenue synergies. The anticipated benefits and synergies of our combination with Omni may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee. We believe these risks are further heightened given the dispute with Omni, which was resolved prior to today, but which may make it more challenging to achieve the previously anticipated benefits and synergies.

Some of the assumptions that we have made, such as the tax outcomes of the contemplated pre-closing reorganization and the achievement of operating synergies, may not be realized. It is possible that the integration process could result in the loss of key Company or Omni employees, the loss of customers, the disruption of our ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. There could be potential unknown liabilities and unforeseen expenses associated with the Omni Acquisition that were not discovered in the course of performing due diligence or that arise from the contemplated pre-closing reorganization or the combination of the businesses. If Omni has undisclosed liabilities, we, as a successor owner, will be responsible for such undisclosed liabilities and will not be indemnified for any of these liabilities. Such undisclosed liabilities could have an adverse effect on the business, results of operations, financial condition and cash flows of the Company after the closing of the Omni Acquisition.

Specifically, the following issues, among others, must be addressed as we continue to execute on the Omni integration in order to realize the anticipated benefits of the Omni Acquisition and realize the anticipated cost and revenue synergy opportunities:

•combining the companies' operations and corporate functions;

•combining the businesses of the Company and Omni and meeting the capital requirements of the combined

company following the merger, in a manner that permits the combined company to achieve cost savings and revenue synergies anticipated to results from the merger, the failure of which would result in the anticipated benefits of the merger not being realized in the time frame currently anticipated or at all;

•integrating the companies' personnel;

•integrating the companies' technologies;

•integrating and unifying the offerings and services available to customers;

•identifying and eliminating redundant and underperforming functions and assets;

•harmonizing the companies' operating practices employee development and compensation programs, internal controls and other policies, procedures and processes;

•maintaining existing agreements with customers, providers and vendors and avoiding delays in entering into new agreements with prospective customers, providers and vendors;

•retaining existing customers and supplies, including those directly competing with Omni;

•addressing possible differences in business backgrounds, corporate cultures and management philosophies;

•consolidating the companies' administrative and information technology infrastructure;

•coordinating distribution and marketing efforts;

•managing the movement of certain positions to different locations;

•coordinating geographically dispersed organizations; and

•effecting actions that may be required in connection with obtaining the requisite regulatory approvals.

In addition, at times the attention of certain members of management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt our business.

We will incur significant transaction, merger-related and integration costs in connection with the Omni Acquisition.

The Company has incurred a number of non-recurring costs as well as transaction fees and other costs related to the Omni Acquisition. These costs and expenses include fees paid to financial, legal and accounting advisors, severance and other potential employment-related costs, including retention and severance payments that may be made to certain of our employees and Omni employees, filing fees, printing expenses and other related charges.

The Company will continue to incur integration costs following the Omni Acquisition as we continue to integrate a large number of processes, policies, procedures, operations, technologies, facilities and systems. Although we expect that the elimination of duplicative costs, strategic benefits, additional income as well as the realization of other efficiencies related to the integration of the businesses may offset incremental transaction, merger-related and integration costs over time, any net benefit may not be achieved in the near term or at all. While we assumed that certain expenses would be incurred in connection with the Omni Acquisition and the other transactions contemplated by the Amended Merger Agreement, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses.

If we have difficulty attracting and retaining Leased Capacity Providers, other third-party transportation capacity providers, or freight handlers, our profitability and results of operations could be adversely affected.

We depend on Leased Capacity Providers, third-party contracted motor carriers, and other intermediaries like freight brokers for most of our transportation capacity needs. Competition for Leased Capacity Providers is intense, and sometimes there are shortages in the marketplace. In addition, a decline in the availability of trucks, tractors and trailers for purchase or use by Leased Capacity Providers may negatively affect our ability to obtain the needed transportation capacity. We also require a large number of employee freight handlers to operate our business efficiently. During periods of low unemployment in the areas where our terminals are located, we may have difficulty hiring and retaining a sufficient number of freight handlers. If we have difficulty attracting and retaining enough qualified freight handlers or Leased Capacity Providers, we may need to increase wages and benefits for our employees or to increase the cost at which we contract with our Leased Capacity Providers, either of which would increase our operating costs. This difficulty may also impede our ability to maintain our delivery schedules, which could make our service less competitive and curtailing our planned growth. A capacity deficit may lead to a decline in the volume of freight we receive from customers or a loss of customers.

21To augment the transportation capacity provided by Leased Capacity Providers, we purchase transportation from other third-party motor carriers, typically at a higher cost. As with Leased Capacity Providers, competition for third-party motor carriers is intense, and sometimes there are shortages of available third-party motor carriers. If we cannot secure a sufficient number of Leased Capacity Providers and have to purchase transportation from third-party carriers, our operating costs will increase.

ToAdditionally, ~~augment the transportation capacity provided by~~ Leased Capacity Providers, weand ~~purchase transportation from other~~ third-party ~~motor~~transportation ~~carriers,~~capacity ~~typically~~providers atmay aalso ~~higher~~increase ~~cost.~~prices Asto ~~with~~cover ~~Leased~~higher ~~Capacity~~operating ~~Providers,~~expenses ~~competition~~or ~~for~~if ~~third-party~~market ~~motor~~conditions ~~carriers~~warrant. isIn ~~intense~~some instances, ~~and~~we ~~sometimes~~will ~~there~~have ~~are~~entered ~~shortages~~into offixed ~~available~~contract ~~third-party~~freight ~~motor~~rates ~~carriers.~~with Ifcustomers weand, ~~cannot~~in ~~secure~~the aevent ~~sufficient~~market ~~number~~conditions ofchange ~~Leased Capacity Providers~~ and ~~have~~those tocontracted ~~purchase~~rates ~~transportation~~are ~~from~~below ~~third-party~~market ~~carriers~~rates, ~~our operating costs will increase. If our labor and operating costs increase,~~ we may be ~~unable~~required to ~~offset~~provide ~~the~~transportation ~~increased~~services ~~costs~~at ~~by increasing rates without adversely affecting our business. As~~ a ~~result, our profitability and results of operations could be adversely affected~~loss.

~~Higher~~If ~~prices~~our bylabor ~~Leased~~and ~~Capacity~~operating ~~Providers~~costs ~~and~~increase ~~other~~or ~~third-party~~if ~~transportation~~we ~~capacity~~are ~~providers~~unable to pass on provider price increases to our customers, we may be unable to offset the increased costs by increasing rates without adversely affecting our business which could adversely ~~impact~~affect our ~~margins~~profitability and ~~operating~~ results of operations.

We are largely reliant on Leased Capacity Providers that lease their equipment to us and third-party transportation capacity providers to perform its freight transportation and other operations. These providers can be expected to charge higher prices if market conditions warrant or to cover higher operating expenses. Our profitability and income from operations may be impacted if we are unable to pass on such provider price increases to our customers. Increased demand for over the road transportation services and changes in regulations may reduce available capacity and increase pricing for both Leased Capacity Providers and third-party transportation providers. In some instances, we will have entered into fixed contract freight rates with customers and, in the event market conditions change and those contracted rates are below market rates, we may be required to provide transportation services at a loss.

Because a portion of our costs are fixed, any factors that result in a decrease in the volume or revenue per pound of freight shipped through our networks will adversely affect our results of operations.

Our operations, particularly our networks of hubs and terminals, represent substantial fixed costs. As a result, any decline in the volume or revenue per pound of freight we handle will have an adverse effect on our operating margin and our results of operations. Several factors can result in such declines, including adverse business and economic conditions affecting shippers of freight as discussed above. In addition, volumes shipped through our network may be negatively impacted by lack of customer contractual obligations or cancellations of existing customer contracts. Generally, we do not enter into long-term contracts with our customers. Rather, our customer contracts generally allow for cancellation within 30 to 60 days. As a result, we cannot guarantee that our current customers will continue to utilize our services or that they will continue at the same levels. The timing of our capital investments, pricing models and service availability is generally based on our existing and anticipated customer contracts and freight volumes.

~~Changes to our senior management team and other key personnel, including turnover of our top executives, could have an adverse effect on our business, operating results and financial condition.~~19

~~Our~~We ~~success~~experience ~~depends,~~customer toconcentration awhich ~~large~~could ~~degree~~adversely onimpact ~~the integration of~~ our ~~Chief~~financial ~~Executive~~condition ~~Officer~~ and ~~new~~results ~~members~~ of ~~our senior management team. The ability of the Chief Executive Officer and other new members of our senior management team to further adapt to and better understand our business,~~ operations~~, and strategic plans will be critical to the Company and our management’s ability to make informed decisions about our near-term and long-term strategic direction and operations~~. Leadership transitions can be inherently difficult to manage, particularly when there is more than one transition occurring within the senior management team within a fiscal year, and an inadequate transition may cause disruption to our business due to, among other things, diverting management’s attention away from the Company’s financial and operational goals or causing a deterioration in morale. In addition, we may be unable to mitigate the risk if we are unable to implement and execute on an effective succession plan, and we may be unable to attract and retain qualified candidates in a timely manner. If we are unable to retain key senior executives and employees, our ability to meet our financial and operational goals and strategic plans may be adversely impacted, as well as our financial performance.

We experience customer concentration from time to time. During the year ended December 31, 2025, we derived 26% of our revenue from our top ten customers, with one customer accounting for just under 10% of our total revenue, which we expect to continue to grow in 2026. Any disruption in our business with those customers, whether as a result of changes in demand for our services, adverse changes in the customers’ industries generally or other challenges in securing or renewing contracts with those customers, could have a material adverse impact on our business, financial condition and results of operations.

The ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability.

Fuel prices have fluctuated dramatically over recent years. Fuel availability and prices can be impacted by factors beyond our control, such as natural or man-made disasters, adverse weather conditions, political events, economic sanctions imposed against oil-producing countries or specific industry participants, disruption or failure of technology or information systems, price and supply decisions by oil producing countries and cartels, terrorist activities, armed conflict, tariffs, sanctions, other changes to trade agreements and world supply and demand imbalance. We have historically been able to mitigate the impact of these fluctuations through fuel surcharge programs. Our fuel surcharge rates are set weekly based on the national average for fuel prices as published by the U.S. Department of Energy and our fuel surcharge table. Our fuel surcharge revenue is the result of our fuel surcharge rates and the tonnage transiting our networks. 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 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. There can be no assurance that our fuel surcharge revenue programs will be effective in mitigating the full impact of future increases in fuel prices. Conversely, decreases in fuel prices reduce the amount of revenue derived from our fuel surcharge programs and accordingly, could reduce our consolidated revenues and may reduce margins for certain businesses. If our fuel surcharge program is ineffective or insufficient to mitigate fuel price fluctuations, then such fluctuations may adversely impact our results of operations and overall profitability.

Changes to our senior management team and other key personnel could have an adverse effect on our business, operating results and financial condition.

Our success depends to a large degree on our senior management team and on retaining key personnel. The ability of our senior management team to understand our business, operations, and strategic plans is critical to management’s ability to make informed decisions about our near-term and long-term strategic direction and operations. Leadership transitions can be inherently difficult to manage and an inadequate transition may cause disruption to our business due to, among other things, diverting management’s attention away from the Company’s financial and operational goals or causing a deterioration in morale among key personnel. In addition, we may be unable to mitigate the risk if we are unable to implement and execute on an effective succession plan, and we may be unable to attract and retain qualified candidates in a timely manner. If we are unable to retain key senior executives and employees, our ability to meet our financial and operational goals and strategic plans may be adversely impacted, as well as our financial performance.

The loss of any member of our senior management could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find an adequate replacement on a timely basis, or at all. Further, future executives may view the business differently than current members of management, and over time have in the past and may in the future make changes to our strategic focus, operations, business plans or financial guidance and outlook, with corresponding changes in how we report our results of operations. We can make no assurances that we would be able to properly manage any shift in focus or that any changes to our business would ultimately prove successful. Any of these factors could negatively affect our strategy and execution, and our business, financial condition or results of operations may be adversely affected.

In addition, the successful integration of Omni depends in part on the retention of personnel critical to the business and operations of the Company following the Omni Acquisition due to, for example, their technical skills or management expertise. Current and prospective employees of the Company and Omni may experience uncertainty about their future role with the Company and Omni until strategies with regard to these employees are announced or executed, which may impair our ability to

22If key employees depart, the integration of the companies may be more difficult and our business following the Omni Acquisition may be harmed. Furthermore, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of the Company or Omni, and our ability to realize the anticipated benefits of the Omni Acquisition may be adversely affected. In

attract, retain and motivate key management, sales, marketing, technical and other personnel following the Omni Acquisition. If we are unable to retain personnel, including our and Omni’s key management, who are critical to the successful integration and future operations of the business, we could face operational disruptions, loss of existing customers or loss of sales to existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs. In addition, the loss of key personnel could diminish the anticipated benefits of the Omni Acquisition.20

If key employees depart, the integration of the companies may be more difficult and our business following the Omni Acquisition may be harmed. Furthermore, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of the Company or Omni, and our ability to realize the anticipated benefits of the Omni Acquisition may be adversely affected. In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the combined company.

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.

In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board ~~will~~continues to consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time. There can be no assurance that any transaction or other strategic outcome will be approved by the Board or otherwise consummated. Any potential transaction may be dependent on a number of factors that may be beyond our control, for example, market conditions, industry trends or acceptable terms. The process of reviewing potential strategic alternatives may be time consuming, distracting and disruptive to our business operations. In addition, given that the exploration of strategic alternatives may eventually result in a potential sale, merger or other strategic transaction, any perceived uncertainty regarding our future operations or employment needs may limit our ability to retain or hire qualified personnel and may contribute to unplanned loss of highly skilled employees through attrition, and result in the loss of customers, suppliers and other key business partners. We may ultimately determine that no transaction is in the best interest of our shareholders. If no transaction is completed, our stock price could decline, and we could experience negative market perception of disrupted business relationship as a result. Speculation regarding any developments associated with our review of strategic alternatives and any perceived uncertainties related to the Company or its business could cause the price of our shares to fluctuate significantly.

We may not achieve the anticipated long-term benefits of the Omni Acquisition or our ongoing business transformation, and related challenges, costs or inefficiencies could outweigh anticipated long-term benefits.

Following the completion of the Omni Acquisition and the integration of Omni into our business, we are focused on transforming our business and implementing new strategic objectives which we believe are designed to position the combined company for long-term growth. Our ability to realize the intended long-term benefits of this transformation depends on the successful execution of these new goals and strategies. These anticipated benefits include achieving planned revenue synergies, improving operational efficiency, and optimizing our corporate and organizational structure.

The expected benefits of the Omni Acquisition and our ongoing transformation may not be realized fully, may take longer to achieve than anticipated, or may result in unanticipated adverse effects. These risks are heightened by the prior dispute with Omni, which, although resolved, may impact our ability to achieve such benefits and synergies. In addition, certain assumptions we made at the time of the Omni Acquisition and related reorganization, including expected tax outcomes and revenue opportunities, may not be realized.

To achieve our transformation objectives and the anticipated benefits of the Omni Acquisition, we must effectively address, among other things:

•improving our technology;

•unifying the offerings and services available to customers;

•retaining existing customers and suppliers, including those directly competing with Omni; and

•consolidating our administrative technology infrastructure.

Moreover, at times, the attention of certain members of management and resources may be focused on the continued transformation of our business and diverted from day-to-day business operations or other opportunities which may have been beneficial to us, which may disrupt our operations.

Our Up-C structure places significant limitations on our cash flow because our principal asset is our interest in Opco, and, accordingly, we depend on distributions from Opco to pay our taxes and expenses, including payments under the Tax Receivable Agreement.

Omni Acquisition, we have no independent means of generating revenue or cash flow, and our ability to pay taxes and operating expenses, and to service our liabilities, is dependent upon the financial results and cash flows of Opco and its subsidiaries, along with the distributions we receive from Opco. Opco intends to make payments to us out of available funds, and subject to limitations imposed under the agreements governing our indebtedness, and there can be no assurance that Opco and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will permit such distributions. Moreover, because of our Up-C structure, this financing arrangement can give rise to U.S. corporate income tax liabilities for us in respect of the formation of Opco, and subsequently as Opco makes cash distributions to us to the extent they are subject to certain technical regulations regarding disguised sales, subject to certain exceptions including for distributions of operating cash flows and leveraged distributions. In such an event, we would depend on further cash distributions from Opco in order to enable us to pay such tax liabilities.

We also incur expenses related to our operations, which may be significant. We intend, as Opco’s sole manager, to cause Opco to make cash distributions to the owners of Opco membership interests so that we receive (i) an amount sufficient to allow us to fund all of our tax obligations in respect of taxable income allocated to us and (ii) distributions to cover our operating expenses, including any obligations to make payments under the Tax Receivable Agreement. When Opco makes distributions, the holders of Omni and the other members of Opco besides us are and will be entitled to receive proportionate distributions based on their economic interests in Opco’s common units at the time of such distributions. Opco’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Opco is then a party, or any applicable law, or that would have the effect of rendering Opco insolvent or exceed the amounts that Opco is permitted to distribute under the agreements governing our indebtedness. If we do not have sufficient funds to pay tax or other liabilities or to fund our operations, we may have to borrow funds, which could materially and adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such indebtedness. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments generally will be deferred and will accrue interest until paid, but nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore accelerate payments due under the Tax Receivable Agreement. Any inability to pay tax or other liabilities or to fund our operations could have a material and adverse effect on our business, results of operations, financial condition and prospects.

We will be required to pay Omni Holders for certain tax savings we may realize, and we expect that the payments we will be required to make may be substantial.

In connection with the closing of the Omni Acquisition, the Company, Opco, Omni Holders and certain other parties entered into the Tax Receivable Agreement, which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the transactions. Pursuant to the Tax Receivable Agreement, we will be generally obligated to pay certain Omni Holders 83.5% of (a) the total tax benefit that we realize as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of the Company (or cash) pursuant to the Opco’s limited liability company agreement, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that we realize from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the tax receivable agreement. Payment obligations under the Tax Receivable Agreement will rank pari passu with all unsecured obligations of the Company but senior to any future tax receivable or similar agreement entered into by the Company. These increases in existing tax basis and tax basis adjustments generated over time may reduce the amount of tax that the combined company would otherwise be required to pay in the future, although the IRS may challenge all or part of the validity of that tax basis, and a court could sustain such a challenge. Actual tax benefits realized by the combined company may differ from tax benefits calculated under the Tax Receivable Agreement as a result of the use of certain assumptions therein, including the use of an assumed weighted-average state and local income tax rate to calculate tax benefits.

The payment obligation under the Tax Receivable Agreement is an obligation of the Company and not of Opco. While the amount of existing tax basis, the anticipated tax basis adjustments and the actual amount and utilization of tax attributes, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges of Opco units for securities of the Company, the applicable tax rate, the price of the applicable securities of the Company at the time of exchanges, the extent to which such exchanges are taxable and the amount and timing of our income, we expect that the payments that we will be required to make under the Tax Receivable Agreement may be substantial. The payments under the Tax Receivable Agreement are not conditioned on the exchanging holders of Opco units or other Omni Holders continuing to hold ownership interests in us.

Moreover, in the case of a change of control, amounts payable under the Tax Receivable Agreement may be accelerated and may significantly exceed the actual benefits we realize in respect of the tax attributes subject to the Tax

Receivable Agreement. In particular, amounts payable under the Tax Receivable Agreement in the case of a change control may be substantially in excess of the net present value of the payments that the Company estimated would be required to be made to fulfill all Tax Receivable Agreement payment obligations with respect to equity issuances to the Omni Holders at and as of the date of the Omni Acquisition due to, among other things, contractual provisions that require the calculation to assume that all available tax benefits are used by the Company in each tax year. We expect that the payments that we may make under the Tax Receivable Agreement in the event of a change of control will be substantial. As a result, our accelerated payment obligations and/or the assumptions adopted under the Tax Receivable Agreement in the case of a change of control may impair our ability to consummate change of control transactions or negatively impact the value received by stockholders in a change of control transaction.

We may not be able to retain customers or suppliers, or customers or suppliers may seek to modify contractual obligations with us, which could have an adverse effect on our business and operations. Third parties may terminate or alter existing contracts or relationships with us.

As a result of the Omni Acquisition, we experienced impacts on relationships with certain customers that led to a decrease in their business with us, and we may experience further impacts of this nature that may harm our business and results of operations. Certain customers or suppliers may seek to terminate or modify contractual obligations following the Omni Acquisition whether or not contractual rights are triggered as a result of the Omni Acquisition. In particular, certain of our existing customers directly compete with Omni and, as a result, may react negatively to the Omni Acquisition. There can be no guarantee that customers and suppliers will remain with or continue to have a relationship with us or do so on the same or similar contractual terms following the Omni Acquisition. If any customers or suppliers seek to terminate or modify contractual obligations or discontinue the relationship with us then our business and results of operations may be harmed. If certain of our suppliers were to seek to terminate or modify an arrangement with us, then we may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

Concentration of ownership may limit your ability to influence corporate matters.

Based solely on our review of publicly available filings, as of December 31, 2025, our two largest stockholders collectively owned approximately 27% of our issued and outstanding shares of common stock, on an as converted and as exchanged basis. These stockholders could exert significant influence over the outcome of actions that require stockholder approval, including a significant corporate transaction in which stockholders might receive a premium over the prevailing market price for their shares. In addition, these stockholders may be able to delay or prevent changes in control or changes in management. Moreover, this concentration of stock ownership may also adversely affect the trading price of our common stock to the extent investors perceive a disadvantage in owning stock of a company with concentrated ownership.

If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

We cannot assure you that our internal controls and measures will be sufficient to avoid the identification of material weaknesses in the future. Our failure to implement and maintain effective internal control over financial reporting, could result in errors in our consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our periodic reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

Delays, costs, and disruptions that result from upgrading and maintaining the security of our information and technology networks and systems could materially and adversely affect us.

We are dependent on information technology networks and systems, including Internet and Internet-based or “cloud” computing services, to collect, process, transmit, and store electronic information. We are currently modernizing and upgrading our information technology systems while also simultaneously integrating systems from Omni, including and improving some legacy systems with new and advanced functionality. While upgrading and implementing changes to any one of our systems could present challenges, the age of our systems and architecture may present unique challenges that we have not previously encountered as we undertake these efforts. There are inherent costs and risks associated with improving, replacing and changing these systems and implementing new systems, including potential disruption of our sales and operations, potential disruption of our internal control structure, substantial capital expenditures, additional administration and operating expenses, demands on management time, securing our systems along with dependent processes from cybersecurity threats, and other risks and costs of delays or difficulties in transitioning to new systems or of integrating new systems into our current systems. The implementation of or delay in implementing new information technology systems may also cause disruptions in our business operations and impede our ability to comply with constantly evolving laws, regulations and industry standards addressing information and technology networks, privacy and data security, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our profitability could be negatively impacted if our pricing structure proves to be inaccurate or off-market.

The price we charge our customers for the services we provide is based on our calculations of, among other things, the costs of providing those services. The Company’s assessment of its costs and resulting pricing structure relies on the effective identification and measurement of the impact of a number of key operational variables including, but not limited to volumes, operational efficiencies, length of haul, the mix of fixed versus variable costs, productivity and other factors. In some instances where we have entered into contract freight rates with customers, in the event market conditions change and those contracted rates are below market rates, we may be required to provide our services at a loss. If we are incorrect in our assumptions and do not accurately calculate or predict the costs to us to provide our services, we could experience lower margins than anticipated, loss of business, or an inability to offer competitive products and services.

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.

While no customer accounted for more than 10% of consolidated revenues for the calendar year ended December 31, ~~2024~~2025, our top ten customers, based on revenue, accounted for approximately 2426% of our revenue. 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) the seasonality associated with the fourth quarter holiday season; (iii) business combinations and the overall growth of a customer’s underlying business; and (iv) any disruptions to our customers’ businesses. These customers could 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. We generally do not have long-term contracts with ~~their~~our customers. A reduction in, or termination of, our services by one or more of our major customers could have a material adverse effect on our business and operating results. In addition, any increased direct sales efforts to direct shippers and beneficial cargo owners, as well as the potential acquisition of other businesses that may be perceived as competing more directly with our customers, could adversely affect our expenses, pricing, third-party relationships and revenues, particularly if such actions affect any of these key customers.

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Our business is subject to seasonal trends.

Generally, our operating results have been subject to seasonal trends when measured on a quarterly basis with the first and second quarters generally weaker compared to our third and fourth quarters. This trend is dependent on numerous factors including economic conditions, customer demand and weather. Revenue is directly related to the available working days of shippers, national holidays and the number of business days during a given period, which may also create seasonal variability on our results of operations. During the remaining winter months after the winter holiday season, our freight volumes are generally lower because some customers reduce shipment levels. In addition, a substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to consumer demand, which can sometimes be difficult to predict, or are based on just-in-time production schedules. Therefore, our revenue is, to a large degree, affected by factors that are outside of our control. There can be no assurance that our historic operating patterns will continue in future periods as we cannot influence or reliably forecast many of these factors. Our ability to predict and adapt to future seasonality in our business will affect our operations and financial results.

Our results of operations may be affected by harsh weather conditions, disasters and pandemics.

Certain weather-related conditions such as ice and snow can disrupt our operations. Our operating expenses have historically been higher in the winter months because of cold temperatures and other adverse winter weather conditions, which generally result in decreased fuel efficiency, increased cold weather-related maintenance costs of equipment and increased insurance and claims costs. Harsh weather can temporarily halt deliveries, which could result in decreased revenues and operational challenges resulting from the interruption. Disasters, including severe weather, such as hurricanes or blizzards, and public health issues, such as pandemics or epidemics, occurring in the United States or abroad, could result in the temporary lack of an adequate work force and the temporary disruption in the transport of goods to or from overseas which could prevent, delay or reduce freight volumes and could have an adverse impact on consumer spending and confidence levels, all of which could result in decreased revenues.

Our products and services are directly tied to the production and sale of goods. Should we experience a slowdown or reduced demand for our services due to a pandemic, ~~such~~epidemic asor ~~COVID-19~~similar outbreak or public health event, we would anticipate a similar impact on our business.

Labor shortages and increased turnover or increases in employee and employee-related costs could adversely affect our ability to attract and retain qualified employees.

A number of factors may adversely affect the labor force available to us or increase labor costs from time to time, including high employment levels, federal unemployment subsidies, and other government regulations, which include laws and regulations related to workers’ health and safety, wage and hour practices, immigration, and federal vaccine mandates. A labor shortage or increased turnover rates within our employee base could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees and could negatively affect our ability to effectively operate our business or otherwise operate at full capacity.

In addition, the compensation we offer our employees is subject to market conditions that may require increases in employee compensation, which become more likely as economic conditions improve or as inflation increases. If we are unable to attract and retain a sufficient number of qualified employees, we could be required to increase our compensation and benefits packages or reduce our operations and face difficulty meeting customer demands, any of which could adversely affect our financial condition, results of operations, liquidity, and cash flows.

Our business could also be adversely affected by strikes and labor negotiations or by a work stoppage at one or more of our or our subcontractors’ facilities. Shutdowns and similar disruptions to major points in national or international transportation networks, most of which are beyond our control, could result in terminal embargoes, disrupt equipment and freight flows, depress volumes and revenues, increase costs and have other negative effects on our operations and financial results. In addition, labor disputes involving our customers could affect our operations. If our customers experience slowdowns or closures because they are unable to negotiate labor contracts, our revenue and profitability could be negatively impacted.

We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.

We have $999,216 of net definite-lived intangible assets on our consolidated balance sheet at December 31, 2024, which significantly increased as a result of the Omni Acquisition. Our definite-lived intangible assets primarily represent the value of customer relationships, non-compete agreements, and trade names that were recorded in conjunction with our various acquisitions. We review our long-lived assets, such as our definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment is recognized on these assets when the estimated fair value is less than the carrying value. If such measurement indicates impairment, we would be required to record a non-cash impairment charge to our consolidated statement of comprehensive income in the amount that the carrying value of these assets exceeds the estimated fair value of the assets.

We also have $522,712 of goodwill on our consolidated balance sheet at December 31, 2024. Goodwill is assessed for impairment annually (or more frequently if circumstances indicate possible impairment) for each of our reporting units. This assessment includes comparing the estimated fair value of each reporting unit to the carrying value of the net assets assigned to the respective reporting unit. If the carrying value of the reporting unit exceeded the estimated fair value of the reporting unit, we would be required to record a non-cash impairment charge calculated as the amount by which the carrying value exceeds the reporting units estimated fair value. In 2024, the Omni Logistics segment’s fair value was determined to be less than its carrying value. As a result, the Company recorded a non-cash impairment charge of $1,028,397 during the year ended December 31, 2024. See Note 3, Acquisitions, for more information about our goodwill and impairment charges. An additional non-cash impairment charge to our consolidated statement of comprehensive income could have a material adverse effect on our financial results.

We operate in highly competitive and fragmented segments of our industry, and our business will suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our results of operations, growth prospects and profitability.

The segments of the freight transportation and supply chain industries in which we participate are highly competitive, very fragmented and historically have few barriers to entry. We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers. To a lesser extent, we also compete with integrated air cargo carriers and passenger airlines. Our competition ranges from small operators that compete within a limited geographic area to companies with substantially greater financial and other resources, including greater freight capacity. We also face competition from freight forwarders who decide to establish their own networks to transport expedited ground freight, as well as from logistics companies, Internet matching services and Internet and third-party freight brokers, and new entrants to the market. In addition, customers can bring in-house some of the services we provide. We believe competition is based primarily on quality service, price, available capacity, damage-free handling, on-time delivery, flexibility, reliability and security and transportation rates as well as the ability to acquire and maintain terminal facilities in desirable locations at reasonable rates. Many of our competitors periodically reduce their rates to gain business, especially during times of economic decline, which may limit our ability to maintain or increase or profit margins. In an effort to reduce costs, we have seen our customers solicit bids from multiple transportation providers and develop or expand internal capabilities for some of the services that we provide.

In addition, competitors may pursue other strategies to gain a competitive advantage such as developing superior information technology systems or establishing cooperative relationships to increase their ability to address customer needs. The development of new information technology systems or business models could result in our disintermediation in certain businesses, such as freight brokerage. Furthermore, the transportation industry continues to consolidate. As a result of consolidation, our competitors may increase their market share and improve their financial capacity, and may strengthen their competitive positions relative to ours. Business combinations could also result in competitors providing a wider variety of services at competitive prices, which could adversely affect our financial performance. These competitive pressures may cause a decrease in our volume of freight, require us to lower the prices we charge for our services and adversely affect our results of operations, growth prospects and profitability.

~~Difficulty~~We inhave ~~forecasting~~recorded ~~timing~~impairment orcharges ~~volumes~~in ofcurrent ~~customer~~and ~~shipments~~past ~~could~~periods ~~adversely impact our margins~~ and ~~operating~~may ~~results~~record ~~and~~additional ~~lead~~impairment tocharges ~~difficulties~~ in ~~predicting~~future ~~liquidity~~periods.

~~Customer~~We ~~satisfaction~~have ~~depends~~$906,791 ~~upon~~of ~~our~~net ~~ability to meet short~~definite-~~term~~lived ~~customer~~intangible ~~requirements~~assets ~~that~~on ~~can~~our beconsolidated ~~difficult~~balance tosheet ~~predict~~at ~~and~~December ~~prepare~~31, ~~for. Generally~~2025, wewhich dosignificantly ~~not~~increased ~~enter~~as ~~into~~a ~~long-term~~result ~~contracts~~of ~~with~~the ~~our~~Omni ~~customers~~Acquisition. Our ~~Accordingly,~~definite-lived ~~the~~intangible ~~demand~~assets ~~from~~primarily ~~our~~represent ~~customers~~the ~~may~~value ~~fluctuate~~of ~~from~~customer ~~time~~relationships toand ~~time,~~trade ~~which~~names ~~makes~~that itwere ~~difficult~~recorded ~~for~~in usconjunction towith ~~project~~our ~~future~~various ~~demands~~acquisitions. We ~~from~~review our ~~customers.~~long-lived ~~As a result~~assets, wesuch ~~cannot~~as ~~guarantee~~our ~~that~~definite-lived ~~our~~intangible ~~current~~assets, ~~customers~~for ~~will~~impairment ~~continue~~whenever toevents ~~utilize~~or ~~our~~changes ~~services~~in orcircumstances indicate that ~~they~~the ~~will~~carrying ~~continue~~amount atmay ~~the~~not ~~same~~be ~~levels~~recoverable. Impairment ~~Our~~is ~~success~~recognized ~~depends~~ on ~~receiving~~these ~~continuous~~assets ~~orders~~when ~~from~~the ~~our~~estimated ~~customers.~~fair ~~Personnel~~value ~~costs,~~is ~~one~~less ofthan ~~our~~the ~~largest~~carrying ~~expense~~value. If ~~items,~~such ismeasurement ~~highly~~indicates ~~variable~~impairment, as we ~~must~~would ~~staff~~be required to ~~meet~~record ~~uncertain~~a ~~short~~non-~~term~~cash ~~demand~~impairment ~~that~~charge ~~may~~to ~~not~~our ~~align~~consolidated ~~with~~statement ~~long-term~~of ~~trends.~~operations Asand acomprehensive ~~result,~~(loss) ~~short-term~~income ~~operating~~in ~~results~~the ~~could~~amount bethat ~~disproportionately~~the ~~affected~~carrying ~~due~~value toof ~~uncertainties~~these ~~with~~assets ~~our~~exceeds ~~customer~~the ~~requirements~~estimated ~~and~~fair ~~the~~value ~~challenges~~ of ~~staffing~~the ~~appropriately~~assets.

AWe ~~significant~~also ~~portion~~have $522,712 of ~~our~~goodwill ~~revenues~~on ~~will~~our beconsolidated ~~derived~~balance ~~from~~sheet ~~customers~~at inDecember ~~industries~~31, ~~such~~2025. asGoodwill ~~retail~~is ~~and~~assessed ~~technology,~~for ~~that~~impairment ~~exhibit~~annually ~~shipping~~(or ~~patterns~~more ~~that~~frequently ~~are~~if ~~tied~~circumstances ~~closely~~indicate topossible ~~consumer~~impairment) ~~demand~~for ~~and~~each ~~from~~of ~~customers~~our inreporting ~~industries~~units. inThis ~~which~~assessment ~~shipping~~includes ~~patterns~~comparing ~~are~~the ~~dependent~~estimated ~~upon~~fair ~~just-in-time~~value ~~production~~of ~~schedules.~~each ~~Therefore,~~reporting unit to the ~~timing~~carrying value of ~~our~~ ~~revenues~~the ~~will~~net beassets ~~impacted~~assigned byto ~~factors~~the ~~out~~respective ofreporting ~~our~~unit. ~~control,~~If ~~such~~the ascarrying avalue ~~sudden~~of ~~change~~the inreporting ~~consumer~~unit ~~demand~~exceeded ~~for~~the ~~retail~~estimated ~~goods,~~fair ~~changes~~value inof ~~trade~~the ~~tariffs~~reporting unit, ~~product~~we ~~launches~~would ~~and/or~~be ~~manufacturing~~required ~~production~~to ~~delays.~~record ~~Additionally,~~a ~~many~~non-cash ~~customers~~impairment ~~ship~~charge acalculated ~~significant~~as ~~portion~~the ofamount ~~their~~by ~~goods~~which atthe orcarrying ~~near~~value exceeds the ~~end~~reporting ofunit's aestimated ~~fiscal~~fair ~~quarter~~value. ~~and~~In 2025, ~~therefore~~none of our reporting segments were determined to be impaired, wehowever ~~may~~the ~~not~~Omni ~~learn~~reporting ofsegment ~~decreases~~fair invalue ~~revenues~~was ~~until~~not ~~late~~substantially in aexcess ~~quarter~~of its carrying value. AsSee aNote ~~result~~3, ~~our liquidity~~Acquisitions, ~~cash~~for ~~flows~~more ~~and~~information ~~results~~about ofour ~~operations~~goodwill ~~may~~and beimpairment ~~difficult to predict~~charges.

A non-cash impairment charge to our consolidated statement of operations and comprehensive (loss) income could have a material adverse effect on our financial results.

We operate in highly competitive and fragmented markets of our industry, and our business will suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our results of operations, growth prospects and profitability.

The markets of the freight transportation and supply chain industries in which we participate are highly competitive, very fragmented and historically have few barriers to entry. We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers. To a lesser extent, we also compete with integrated air cargo carriers and passenger airlines. Our competition ranges from small operators that compete within a limited geographic area to companies with substantially greater financial and other resources, including greater freight capacity. We also face competition from freight forwarders who decide to establish their own networks to transport expedited ground freight, as well as from logistics companies, Internet matching services and Internet and third-party freight brokers, and new entrants to the market. In addition, customers can bring in-house some of the services we provide. We believe competition is based primarily on quality service, price, available capacity, damage-free handling, on-time delivery, flexibility, reliability and security and transportation rates as well as the ability to acquire and maintain terminal facilities in desirable locations at reasonable rates. Many of our competitors periodically reduce their rates to gain business, especially during times of economic decline, which may limit our ability to maintain or increase our profit margins. In an effort to reduce costs, we have seen our customers solicit bids from multiple transportation providers and develop or expand internal capabilities for some of the services that we provide.

In addition, competitors may pursue other strategies to gain a competitive advantage such as developing superior information technology systems, including artificial intelligence applications, or establishing cooperative relationships to increase their ability to address customer needs. The development of new information technology systems or business models could result in our disintermediation in certain businesses, such as freight brokerage. If we are unable able to keep pace with our competitors’ technological advancements or if disintermediation increases, we may experience a loss of customers.

Furthermore, the transportation industry continues to consolidate. As a result of consolidation, our competitors may increase their market share and improve their financial capacity, and may strengthen their competitive positions relative to ours. Business combinations could also result in competitors providing a wider variety of services at competitive prices, which could adversely affect our financial performance. These competitive pressures may cause a decrease in our volume of freight, require us to lower the prices we charge for our services and adversely affect our results of operations, growth prospects and profitability.

Our international operations subject us to operational and financial risks.

We provide logistical and supply chain services within and between foreign countries on an increasing basis. Business outside of the U.S. is subject to various risks, including:

•changes in tariffs, trade restrictions, and trade agreements;

•compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international business;

•difficulties in managing or overseeing foreign operations and agents;

•economic and political instabilities in some countries;

•new and different sources of competition and laws and business practices favoring local competitors;

•limitations on the repatriation of funds because of foreign exchange controls;

•different liability standards;

•exposure to increased risk of loss from foreign currency fluctuations and exchange controls;

•intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the U.S.; and

•compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, customs, anti-boycott, sanctions and embargoes, antitrust, data transfer, storage and protection, ESG scrutiny and industry-specific laws and regulations, and our ability to identify and respond timely to compliance issues when they occur~~; and~~.

•the impact of uncertainties regarding the United Kingdom’s exit from the European Union (the “EU”) on regulations, current, taxes and operations, including possible disruptions to the sale of our services or the movement of our people between the United Kingdom, the EU and other locations.

The occurrence or consequences of any of these factors may restrict our ability to operate in the affected region and/or decrease the profitability of our operations in that region.

As we continue to expand our business internationally, we are exposed to increased risk of loss from foreign currency fluctuations, as well as longer accounts receivable payment cycles. Foreign currency fluctuations could result in currency exchange gains or losses or could affect the book value of our assets and liabilities. Furthermore, we may experience unanticipated changes to our income tax liabilities resulting from changes in geographical income mix and changing international tax legislation. We have limited control over these risks, and if we do not correctly anticipate changes in international economic and political conditions, we may not alter our business practices in time to avoid adverse effects.

Our business and operations could be negatively affected by securities litigation or shareholder activism, which could impact the trading price and volatility of our common stock.

Our business and operations could be negatively affected if we become subject to any securities litigation or from continued shareholder activism, which could cause us to incur significant expenses, hinder the execution of our business and growth strategy, constrain our capital deployment opportunities, and impact the price of our common stock. For example, Ancora Holdings Group, LLC filed with the SEC a Notice of Exempt Solicitation on each of May 7, 2025, May 20, 2025 and June 2, 2025 for the purpose of urging our shareholders to vote against certain director nominees at the 2025 annual meeting of shareholders. Such shareholder activism did, and could again in the future, result in substantial costs and divert management’s attention and resources. Volatility in the price of our common stock, our cash balance, our financial performance or other reasons may cause us to become the target of securities litigation or continue to be the target of shareholder activism.

growth strategy, constrain our capital deployment opportunities, and impact the price of our common stock. For example, ClearBridge Investments, LLC publicly released a letter sent to our former Chairman and CEO and Lead Independent Director on August 18, 2023, with the purpose of urging the Board to reconsider the merger. Such shareholder activism, like securities litigation, could result in substantial costs and could divert management’s attention and resources. Shareholder activism, which can take many forms or arise in a variety of situations, has been increasing recently. Volatility in the price of our common stock, our cash balance, our financial performance or other reasons may cause us to become the target of securities litigation or continue to be the target of shareholder activism.

Perceived uncertainties as to our future direction as a result of these actions or any future shareholder activism or further changes to the composition of the Board or management may lead to the perception of a change in the direction of our business, instability or lack of continuity, any of which could negatively impact our stock price and results of operations.

Securities litigation and shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Board's attention and resources from our business. Additionally, such securities litigation and shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we have and may be required to incur significant legal fees and other expenses related to any securities litigation and activist shareholder matters. Further, the price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism. In addition, shareholder activism may constrain our capital deployment opportunities and may limit the types of investments that are available to us.

~~Our increased direct sales efforts through our Omni sales force to direct shippers and beneficial cargo owners could be viewed as a competitive threat by our current domestic forwarder customers.~~27

Issues related to the intellectual property rights on which our business depends, whether related to our failure to enforce our own rights or infringement claims brought by others, could have a material adverse effect on our business, financial condition and results of operations.

We use both internally developed and purchased technologies in conducting our business. Whether internally developed or purchased, it is possible that users of these technologies could be claimed to infringe upon or violate the intellectual property rights of third parties. In the event that a claim is made against us by a third party for the infringement of intellectual property rights, a settlement or adverse judgment against us could result in increased costs to license the technology or a legal prohibition against our using the technology. Thus, our failure to obtain, maintain or enforce our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We rely on a combination of intellectual property rights, including patents, copyrights, trademarks, domain names, trade secrets, intellectual property licenses and other contractual rights, to protect our intellectual property and technology. Any of our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed or misappropriated; our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties; or we may fail to secure the rights to intellectual property developed by our employees, contractors and others. Efforts to enforce our intellectual property rights may be time-consuming and costly, distract management’s attention and divert our resources, and ultimately be unsuccessful. Moreover, should we fail to develop and properly manage future intellectual property, this could adversely affect our market positions and business opportunities.

Our increased direct sales efforts through our sales force to direct shippers and beneficial cargo owners could be viewed as a competitive threat by our current domestic forwarder customers.

We are increasing our sales to direct shippers and beneficial cargo owners, which as a group are the primary customers of freight forwarders, 3PLs and other transportation intermediaries. These intermediaries are significant customers of our Expedited Freight business in the United States. Our activities related to our increased direct sales efforts to direct shippers and beneficial cargo owners, as well as the potential acquisition of other businesses that may be perceived as competing with our customers, could harm relationships with our current customers, employees or suppliers, and could adversely affect our expenses, pricing, third‑party relationships and revenues. Further, a loss of a significant customer could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Reductions in the available supply or increases in the cost of new equipment may adversely impact our profitability and cash flows.

We and our Leased Capacity Providers and Independent Service Providers ("ISPs") may face difficulty in purchasing new equipment due to decreased supply or increased costs. Investment in new equipment is a significant part of our annual capital expenditures, and we require an available supply of tractors, trailers, and other freight handling equipment from manufacturers to operate and grow our business. We may also be subject to shortages in raw materials that are required for the production of critical operating equipment and supplies, such as shortages in rubber or steel. Tractor and trailer manufacturers have experienced significant shortages of various component parts and supplies, forcing many manufacturers to reduce or suspend their production, which has led to a lower supply of tractors, trailers, and other equipment, higher prices, and lengthened trade cycles.

In addition, the availability and price of our equipment may also be adversely affected in the future by regulations on newly manufactured equipment and engines. We are subject to regulations issued by the EPA and various state agencies, particularly the California Air Resources Board (“CARB”), that have required progressive reductions in exhaust emissions. We may become subject to new or more restrictive regulations, or differing interpretations of existing regulations, which may increase the cost of providing transportation services or adversely affect our results of operations. We are also unable to predict how any future changes in United States government policy will affect EPA and CARB regulation and enforcement.

These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new equipment, which could have a material adverse effect on our business, financial condition, and results of operations, particularly our maintenance expense, mileage productivity, and driver retention.

27Difficulty in forecasting timing or volumes of customer shipments could adversely impact our margins and operating results.

~~Because~~Customer ~~our~~satisfaction ~~Intermodal~~depends ~~business~~upon ~~depends~~our ~~heavily~~ability onto ~~freight~~meet ~~transiting~~short-term ~~seaports~~customer ~~and~~requirements ~~railheads,~~that ~~our~~can ~~operating~~be ~~results~~difficult ~~and~~to ~~financial~~predict ~~condition~~and ~~are~~prepare ~~likely~~for. toGenerally, bewe ~~adversely~~do ~~affected~~not byenter ~~any~~into ~~reduction~~long-term orcontracts ~~deterioration~~with inour ~~service~~customers. atAccordingly, ~~seaports~~the ordemand ~~railheads.~~from

our customers may fluctuate from time to time, which makes it difficult for us to project future demands from our customers. As a result, we cannot guarantee that our current customers will continue to utilize our services or that they will continue at the same levels. Our success depends on receiving continuous orders from our customers. Personnel costs, one of our largest expense items, is highly variable as we must staff to meet uncertain short-term demand that may not align with long-term trends. As a result, short-term operating results could be disproportionately affected due to uncertainties with our customer requirements and the challenges of staffing appropriately.

A significant portion of our revenues will be derived from customers in industries, such as retail and technology, that exhibit shipping patterns that are tied closely to consumer demand and from customers in industries in which shipping patterns are dependent upon just-in-time production schedules. Therefore, the timing of our revenues will be impacted by factors out of our control, such as a sudden change in consumer demand for retail goods, changes in trade tariffs, product launches and/or manufacturing production delays.

Because our Intermodal business depends heavily on freight transiting seaports and railheads, our operating results and financial condition are likely to be adversely affected by any reduction or deterioration in freight capacity at seaports or railheads.

Our Intermodal business provides first- and last-mile high value container drayage services to and from seaports and railheads. Consequently, our ability to continue to expand our Intermodal transportation business is dependent upon the seaports and railheads’ capacity to handle Intermodal freight. Our business has, at times, been adversely affected by situations impacting one or more railheads or seaports, including congestion, labor shortages, slowdowns or stoppages, adverse weather conditions, changes to rail operations, or other factors that hinder the railheads and seaports to efficiently handle freight transiting their operations, and these situations may occur again in the future, which could have a material adverse effect on our results of operations and financial condition.

We may have difficulty effectively managing our growth, which could adversely affect our business, results of operations and financial condition.

Our growth strategy includes increasing freight volume from new and existing customers, improving our freight characteristics, implementing best practices and operational efficiencies, expanding our service offerings and pursuing strategic transactions. Our growth plans will place significant demands on our management and operating personnel.

To manage our current and anticipated future growth effectively, we must continue to maintain, and may need to enhance, our operating and management information systems and information technology infrastructure, which will place additional demands on our resources and operations. Failure to manage our growth effectively could lead us to over-invest or under-invest in technology and operations; result in weaknesses in our infrastructure, systems, or controls; give rise to operational mistakes, losses, or loss of productivity or business opportunities; reduce customer satisfaction; limit our ability to respond to competitive pressures; or result in loss of employees and reduced productivity of remaining employees. If our management is unable to effectively manage our growth, our expenses may increase more than expected, our revenue could decline or may grow more slowly than expected, and we may be unable to implement our growth strategy.

We may not make future acquisitions or, if we do, we may not realize the anticipated benefits of future acquisitions and integration of these acquisitions may disrupt our business and occupy management.

We have grown through acquisitions, and we may pursue opportunities to expand our business by acquiring other companies in the future. Our ability to grow revenues, earnings and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices, realize anticipated synergies and business performance from such acquisitions. Appropriate targets for acquisition are difficult to identify and transactions are difficult to complete for a variety of reasons, including but not limited to, limited due diligence, high valuations, other interested parties, negotiations of the definitive documentation, satisfaction of closing conditions, the need to obtain antitrust or other regulatory approvals on acceptable terms, and availability of funding. There is no assurance that we will be successful in identifying, negotiating, consummating or integrating any future acquisitions. Additionally, we may not realize the anticipated benefits of any future acquisitions. Each acquisition has numerous risks including:

•difficulty in integrating the operations and personnel of the acquired company;

•unanticipated costs to support new business lines or separate legal entities;

•disruption of our ongoing business, distraction of our management and employees from other opportunities and responsibilities due to integration issues;

•additional indebtedness or the issuance of additional equity to finance future acquisitions, which could be dilutive to our shareholders;

•inability to access capital markets on acceptable terms or at all;

•potential loss of key customers or employees of acquired companies along with the risk of unionization of employees;

•pricing pressure resulting from differing customer pricing practices of the acquired company or varying pricing dynamics in the acquired company's market;

•inability to achieve the financial and strategic goals for the acquired and combined businesses;

•potential impairment of tangible and intangible assets and goodwill acquired as a result of acquisitions; and

•potential failure of the due diligence processes to identify significant issues with legal and financial liabilities and contingencies, among other things.

The timing and number of acquisitions we pursue may also cause volatility in our financial results. In the event that we do not realize the anticipated benefits of an acquisition or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.

Risks Relating to Omni Acquisition

As part of our umbrella partnership-C corporation (“Up-C”) structure with Omni, we are a holding company and our principal asset is our ownership of common units of our operating subsidiary, Clue Opco LLC (“Opco”). This structure is designed to enable us to obtain certain tax benefits, and 83.5% of such tax benefits are payable to certain holders of Omni under our tax receivable agreement with the holders of Omni and Opco (“Tax Receivable Agreement”). However, as a result of the Omni Acquisition, we have no independent means of generating revenue or cash flow, and our ability to pay taxes and operating expenses, and to service our liabilities, is dependent upon the financial results and cash flows of Opco and its subsidiaries, along with the distributions we receive from Opco. Opco intends to make payments to us out of available funds, and subject to limitations imposed under the agreements governing our indebtedness, and there can be no assurance that Opco and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions will permit such distributions. Moreover, because of our Up-C structure, this financing arrangement can give rise to U.S. corporate income tax liabilities for us in respect of the formation of Opco, and subsequently as Opco makes cash distributions to us to the extent they are subject to certain technical regulations regarding disguised sales, subject to certain exceptions including for distributions of operating cash flows and leveraged distributions. In such an event, we would depend on further cash distributions from Opco in order to enable us to pay such tax liabilities.

Prior to the Omni Acquisition, Omni was privately-held, and the transition to being a part of a public company, along with our combined ability to manage our expanded business, may require significant resources and management attention.

Upon the closing of the Omni Acquisition, Omni and its subsidiaries became subject to Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”) and the rules and regulations subsequently implemented by the SEC and other regulatory bodies. As a private company, Omni’s internal controls were not designed to be in compliance with Sarbanes-Oxley or any other public company requirements, and establishing and maintaining such controls and procedures for financial reporting may be costly and may divert the attention of management. In the past, Omni identified significant deficiencies in the adequacy of its internal controls.

In addition, our future success depends, in part, upon our ability to continue to manage this expanded business, which could pose substantial challenges for management, including challenges related to the management and monitoring of diverse, complex operations and associated increased costs.

We identified a material weakness in our internal control over financial reporting. If we are unable to remediate this material weakness, or identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis. We identified a material weakness in our internal controls over financial reporting as of December 31, 2024. As a result of the complexities of the acquisition structure of Omni, our controls were not sufficiently precise over the Omni business combination, related income taxes, and the Omni impairment process. Although the material weakness identified did not result in any material misstatements in our consolidated financial statements for the periods presented and there were no changes to previously released financial results, our management concluded that these control weaknesses constitute a material weakness and that our internal control was not effective as of December 31, 2024.

Our management is committed to take comprehensive actions to remediate the material weakness in internal control over financial reporting. We are in the process of developing and implementing remediation plans to address the material weakness described above.

While we are committed to designing and implementing new controls and measures to remediate this material weakness, we cannot assure you that the measures will be sufficient to remediate the material weakness or avoid the identification of additional material weaknesses in the future. Our failure to implement and maintain effective internal control over financial reporting, whether or whether not related to the Omni Acquisition, could result in errors in our consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our periodic reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

Omni Holders are a significant holder of our common stock following completion of the Omni Acquisition.

Following the completion of the Omni Acquisition, direct and certain indirect equity holders of Omni (“Omni Holders”) own approximately 16.5% of our common stock on a fully diluted, as-converted and as-exchanged basis. As a result, Omni Holders may be able to impact matters requiring shareholder approval. In addition, the existence of a large shareholder may have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other shareholders to approve transactions that they may deem to be in the best interests of our company.

So long as the Omni Holders continue to control a significant amount of our common stock, they may continue to be able to impact matters requiring shareholder approval. In any of these matters, the interests of Omni Holders may differ or conflict with the interests of our other shareholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of our common stock to the extent investors perceive a disadvantage in owning stock of a company with a large shareholder.

We will be required to pay Omni Holders for certain tax savings we may realize, and we expect that the payments we will be required to make may be substantial.

Risks Relating to our Indebtedness

Our substantial indebtedness, could adversely affect our financial health and our ability to execute our business strategy.

InAs ~~connection~~of ~~with~~December ~~the~~31, ~~Omni Acquisition~~2025, our debt consists of $725 million pursuant to senior secured notes, ~~and~~ $1,045 million in senior secured term loans and a revolving credit facility with no borrowings outstanding.

Our substantial indebtedness could have important consequences including:

•increasing our vulnerability to adverse general economic and industry conditions;

•exposing us to interest rate risk;

•limiting our flexibility in planning for, or reacting to, changes in the economy and our industry;

•placing us at a competitive disadvantage compared to competitors with less indebtedness;

•making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes; and

•potentially requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness. Thereby reducing the availability of our cash flow to fund our other business needs.

We receive debt ratings from the major credit rating agencies in the U.S. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near‐term and long‐term ~~production~~ growth opportunities. Liquidity, asset quality, cost structure, reserve mix and commodity pricing levels could also be considered by the rating agencies. While we are focused on maintaining ratings from these agencies, we may be unable to do so. Any downgrade in our credit rating or the ratings of our indebtedness, or adverse conditions in the debt capital markets, could:

•adversely affect the trading price of, or market for, our debt securities;

•~~increase~~adversely ~~interest~~affect ~~expense~~our ~~under~~ability to refinance our ~~facilities~~existing debt; and

•Increase the cost of, and adversely affect our ability to refinance, our existing debt; and

•adversely affect our ability to raise additional debt.

The instruments governing our indebtedness impose certain restrictions on our business.

The instruments governing our indebtedness contain certain covenants imposing restrictions on our business. These restrictions may affect our ability to operate our business, to plan for, or react to, changes in the market conditions or our capital needs and may limit our ability to take advantage of potential business opportunities as they arise. The restrictions placed on us include maintenance of a consolidated first lien net leverage ratio, which will incrementally decrease quarterly during 2026, and limitations on our ability to incur certain secured debt, enter into certain sale and lease‐back transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. In addition, the instruments contain customary events of default upon the occurrence of which, after any applicable grace period, the indebtedness could be declared immediately due and payable. In such event, we may not have sufficient available cash to repay such debt at the time it becomes due, or be able to refinance such debt on acceptable terms or at all. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.

If we do not comply with the terms of our debt instruments, they could be terminated and amounts thereunder could become due and payable.

We cannot assure that we will be able to comply with all of the terms of our debt instruments, particularly the financial covenants. Our ability to comply with such terms depends on the success of our business and our operating results, as well as various risks, uncertainties, and events beyond our control. If we fail to comply with any covenant required by our debt instruments following any applicable cure periods, the banks could terminate their commitments unless we could negotiate a covenant waiver. The banks could condition such waiver on terms that may be unfavorable to us. In addition, any amounts outstanding pursuant to our credit arrangements and indentures could become due and payable if we were unable to obtain a covenant waiver or refinance our debt under such arrangements.

Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt when it matures.

Our ability to make scheduled payments of the principal of, ~~to pay interest on,~~ and to refinance, our debt, depends on our future performance, which is subject to economic, financial, competitive and other factors. Our business may not continue to generate cash flow from operations in the future sufficient to satisfy our obligations under our current indebtedness and any future indebtedness we may incur and to make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our outstanding indebtedness or future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms when needed, which could result in a default on our indebtedness.

Risks Relating to Information Technology and Systems

If we fail to maintain our information technology systems, or if we fail to successfully implement new technology or enhancements, we may be at a competitive disadvantage and experience a decrease in revenues.

We rely heavily on our information technology systems to efficiently run our business, and they are a key component of our growth strategy and competitive advantage. We, our customers and third parties increasingly store and transmit data by means of connected information technology systems. We expect our customers to continue to demand more sophisticated, fully integrated information systems from their transportation providers. To keep pace with changing technologies and customer demands, we must correctly interpret and address market trends and enhance the features and functionality of our information technology systems in response to these trends, which may lead to significant ongoing software development costs. For instance, we have implemented artificial intelligence applications to enhance our operations, but we may be unable to accurately determine the needs of our customers and the trends in the transportation services industry or to design and implement the appropriate features and functionality of our information technology systems in a timely and cost-effective manner, which could put us at a competitive disadvantage and result in a decline in our efficiency, decreased demand for our services and a corresponding decrease in our revenues. In addition, we ~~could~~have ~~incur~~invested in software development ~~costs~~and technology improvements that were ultimately written off for technology that iswas ultimately not deployed,. ~~and~~These ~~thus~~types ~~would~~of ~~require~~charges usmay tobe ~~write-off~~incurred ~~these~~in ~~costs~~the future, which ~~would~~could negatively impact our financial results. Furthermore, as technology improves, our customers may be able to find alternatives to our services for matching shipments with available freight hauling capacity.

Our information technology systems can also play an integral role in managing our internal freight and transportation information and creating additional revenue opportunities, including assessing available backhaul capacity. A failure to capture and utilize our internal freight and transportation information may impair our ability to service our existing customers or grow revenue.

Our information technology systems are dependent upon cloud infrastructure providers, software-as-a-service providers, global communications providers, web browsers, telephone systems and other aspects of the internet infrastructure that have experienced significant system failures and outages in the past. While we take measures to ensure our major systems have redundant capabilities, our systems are susceptible to outages from fire, floods, power loss, telecommunications failures, data leakage, human error, break-ins, cyber-attacks and similar events. Though it is difficult to predict, the occurrence of any of these events could disrupt or damage our information technology systems and hamper our internal operations, impede our customers’ access to our information technology systems and adversely impact our customer service, volumes, and revenues and result in increased cost. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

Our business is subject to cybersecurity risks.

Our operations depend on effective and secure information technology systems. Threats to information technology systems, including as a result of cyber-attacks and he the increased adoption of artificial intelligence technologies ~~continues~~continue to grow. Cybersecurity risks could include, but are not limited to, malicious software, attempts to gain unauthorized access to our data and the unauthorized release, corruption or loss of our data and personal information, interruptions in communication, loss of our intellectual property or theft of our sensitive or proprietary technology, loss or damage to our data delivery systems, or other electronic security, including with our property and equipment. The security risks associated with information technology systems have increased in recent years because of the increased sophistication, activities and evolving techniques of perpetrators of cyber-attacks.

These cybersecurity risks could:

•Disrupt our operations and damage our information technology systems;

•Subject us to various legal claims, penalties and fees by third parties;

•Negatively impact our ability to compete;

•Enable the theft or misappropriation of funds;

•Cause the loss, corruption or misappropriation of proprietary or confidential information, expose us to litigation; and

•Result in injury to our reputation, downtime, loss of revenue, and increased costs to prevent, respond to or mitigate cybersecurity events.

~~For~~A ~~example, in December 2020, we detected a~~ ransomware incident ~~(the~~or ~~“Ransomware~~similar ~~Incident”)~~breach targeting impacting our operational and information technology systems, ~~which~~may ~~caused~~cause service delays for our customers. If ~~another~~a cybersecurity event occurs, ~~such as the Ransomware Incident,~~ it could harm our business and reputation and could result in a loss of customers. Likewise, data privacy breaches by employees and others who access our systems may pose a risk that sensitive customer or vendor data may be exposed to unauthorized persons or to the public, adversely impacting our customer service, employee relationships and our reputation. ~~Furthermore~~Additionally, ~~any~~the ~~failure~~rapid toongoing ~~comply~~evolution ~~with~~and ~~data~~increased ~~privacy,~~adoption ~~security~~of oremerging ~~other~~technologies ~~laws~~such as artificial intelligence and ~~regulations~~machine ~~could~~learning ~~result~~may inmake ~~claims,~~it ~~legal~~more ordifficult ~~regulatory~~to ~~proceedings~~anticipate and implement protective measures to recognize, ~~inquires~~detect, orand ~~investigations~~prevent the occurrence of any of these events.

~~While~~Furthermore, weany ~~continue~~failure to ~~make~~comply ~~efforts~~with todata ~~evaluate~~privacy, ~~and improve our systems and particularly the effectiveness of our~~ security ~~program,~~or ~~procedures and systems, it is possible that our business, financial and~~ other ~~systems~~laws ~~could be compromised, which could go unnoticed for a prolonged period of time,~~ and ~~there~~regulations ~~can be no assurance that the actions and controls that we implement,~~ or wefailures ~~cause third-party service providers~~ to ~~implement,~~detect will be sufficient to protect our systems, information or other property. Additionally, customers or third parties upon whom we rely on face similar threats, which could directly or indirectly impact our business and ~~operations.~~disclosure ~~The~~the occurrence of a ~~cyber-incident~~cybersecurity orevent ~~attack~~ could ~~have~~result in a ~~material~~loss ~~adverse~~of ~~effect~~customers, ~~on our business~~claims, ~~financial~~legal ~~condition~~or ~~and~~regulatory ~~results of operations. For more information about our cybersecurity oversight~~proceedings, ~~see~~inquires ~~“Item~~or ~~1C, Cybersecurity”~~investigations.

33While we continue to make efforts to evaluate and improve our systems and particularly the effectiveness of our security program, procedures and systems, it is possible that our business, financial and other systems could be compromised, which could go unnoticed for a prolonged period of time, and there can be no assurance that the actions and controls that we implement, or we cause third-party service providers to implement, will be sufficient to protect our systems, information or other property. Moreover, any failure to integrate, or delay in integrating, Omni's information technology systems could create an increased risk of cybersecurity incidents. Additionally, customers or third parties upon whom we rely on face similar threats, which could directly or indirectly impact our business and operations. The occurrence of a cyber-incident or attack could have a material adverse effect on our business, financial condition and results of operations. For more information about our cybersecurity oversight, see “Item 1C, Cybersecurity”.

Risks Relating to Regulatory Environment

A determination by regulators that our Leased Capacity Providers or third-party motor carriers are employees rather than independent contractors could expose us to various liabilities and additional ongoing expenses, and related litigation could subject us to substantial costs, which could have a material adverse effect on our results of operations and our financial condition.

At times, the Internal Revenue Service, the Department of Labor and state authorities have asserted that independent contractor transportation capacity providers like our Leased Capacity Providers and third-party motor carriers are “employees,” rather than “independent contractors.” For example, the Department of Labor recently adopted a final rule for determining whether a worker is an employee or independent contractor under the Fair Labor Standards Act (“FLSA”), Similarly, California AB5 provides a test for determining worker classification that is broadly viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships. Although no enforcement actions under California AB5 have been asserted against the Company, if the State of California seeks to re-classify our use of our Leased Capacity Providers or ISPs as employees, that result could materially increase our exposure under a variety of federal and state tax, workers’ compensation, unemployment benefits, labor, employment and tort laws, as well as our potential liability for employee benefits. In addition, such changes may be applied retroactively, and if so, we may be required to pay additional amounts to compensate for prior periods. Any of the above increased costs would adversely affect our business and operating results. In addition, California AB5 has been the subject of widespread national discussion, and it is possible that other jurisdictions may enact similar laws.

A determination by regulators that some or all of our Leased Capacity Providers or third-party motor carriers are employees rather than independent contractors could expose us to various liabilities and additional ongoing expenses, including but not limited to, the cost of assets to be operated by employee drivers, employment-related expenses such as workers’ compensation insurance coverage and reimbursement of work-related expenses. Our exposure could include prior period compensation, as well as potential liability for employee benefits and tax withholdings. In addition, the topic of the classification of individuals as employees or independent contractors has gained increased attention among the plaintiffs’ bar and certain states have recently seen numerous class action lawsuits filed against transportation companies that engage independent contractors, some of which have resulted in significant damage awards and/or monetary settlements for workers who have been allegedly misclassified as independent contractors. The legal and other costs associated with any of these matters can be substantial and could have a material adverse effect on our results of operations and our financial condition.

Claims for property damage, personal injuries or workers’ compensation and related expenses could significantly reduce our earnings.

Under DOT regulations, we are liable for bodily injury and property damage caused by Leased Capacity Providers and employee drivers while they are operating equipment under our various motor carrier authorities. The potential liability associated with any accident can be severe and occurrences are unpredictable.

For vehicle liability, we retain a portion of the risk. Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us up to $10,000 (in thousands):

Risk Retention

~~Risk Retention~~

Frequency

~~Frequency~~

Layer

~~Layer~~

Policy Term

~~Policy Term~~

Expedited Freight

5,000

Occurrence/Accident¹

$0 to $5,000

10/1/2025 to 10/1/2026

LTL business

5,000

Occurrence/Accident¹

$0 to $5,000

10/1/2024 to 10/1/2025

5,000

Policy Term Aggregate2

$5,000 to $20,000

10/1/2025 to 10/1/2028

Truckload business

5,000

Occurrence/Accident¹

$0 to $5,000

10/1/2024 to 10/1/2025

¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.

LTL, Truckload and Intermodal businesses

5,000

Policy Term Aggregate²

$5,000 to $10,000

10/1/2024 to 10/1/2025

² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.

Intermodal

1,000

Occurrence/Accident¹

$0 to $1,000

10/1/2024 to 10/1/2025

¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident.

² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.

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We face risks related to self-insurance and third-party insurance that can be volatile to our earnings.

We self-insure a significant portion of our claim’s exposure and related expenses for cargo loss, employee medical expense, bodily injury, workers’ compensation and property damage, and maintain insurance with insurance companies above our limits of self-insurance. ~~Self-insurance retention and other limitations are detailed in Part II, Item 7, under “Self-Insurance Loss Reserves.”~~ Because of these significant self-insured exposures, insurance and claims expense may fluctuate significantly from period to period. Additionally, our ability to obtain and maintain adequate insurance and the cost of such insurance may be affected by significant claims and conditions in the insurance market over which we have no control. Historically, the trucking industry has experienced significant increases in the cost of liability insurance and in the median verdict of trucking accidents. If the cost of insurance increases, we may decide to discontinue certain insurance coverage, reduce our level of coverage or increase our deductibles/retentions to offset the cost increase. In addition, our existing types and levels of insurance coverage could become difficult or impossible to obtain in the future. The occurrence of an event that is not fully covered by insurance, the loss of insurance coverage or a material increase in the cost of insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We accrue for the costs of the uninsured portion of pending claims, based on the nature and severity of individual claims and historical claims development trends. Estimating the number and severity of claims, as well as related judgment or settlement amounts is inherently difficult. We may fail to establish sufficient insurance reserves and adequately estimate for future insurance claims. This, along with legal expenses, incurred but not reported claims, and other uncertainties can cause unfavorable differences between actual self-insurance costs and our reserve estimates.

Our failure to comply with various applicable federal and state employment and labor laws and regulations could have a material, adverse impact on our business, financial condition and results of operations.

Various federal and state employment and labor laws and regulations govern our relationships with our employees. These laws and regulations relate to matters such as employment discrimination, wage and hour laws, requirements to provide meal and rest periods or other benefits, family leave mandates, employee and independent contractor classification rules, requirements regarding working conditions and accommodations to certain employees, citizenship or work authorization and related requirements, insurance and workers’ compensation rules, healthcare laws, scheduling notification requirements and anti-discrimination and anti-harassment laws. While the scope of these laws and regulations are subject to change in all jurisdictions, California routinely makes changes to the scope of such laws and regulations, many of which may be strictly enforced, and some of which have been in the past, and may be in the future, implemented on a retrospective basis (meaning we may not have an opportunity to change our employment practices in advance to avoid non-compliance). Complying with these laws and regulations, including ongoing changes thereto, subjects us to substantial expense and non-compliance could expose us to significant liabilities. In particular, we have been subject to employment litigation with respect to classification and wage and hour issues in the past and have wage and hour litigation currently pending. While we have not incurred material losses with respect to this litigation in the past, we may be subject to material claims in the future.

We operate in a regulated industry, and increased costs of compliance with, or liability for violation of, existing or future regulations and enforcement could have a material adverse effect on our business.

The DOT and various state and federal agencies have been granted broad regulatory powers over our business in the United States, and we are licensed by the DOT and U.S. Customs. Additionally, our Canada business activities are subject to the similar laws and regulations of Canada and its provinces, including the effects of the United States-Mexico-Canada Agreement, a trade agreement between the United States, Mexico and Canada If we are found to be out of compliance with any applicable regulations, our licenses may be revoked, or we could be subject to substantial fines or penalties and to civil and criminal liability. The transportation and supply chain industries are subject to legislative and regulatory changes that can affect

the economics of our business by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services.

The FMCSA established the CSA motor carrier oversight program under which drivers and fleets are evaluated based on certain safety-related standards. The FMCSA monitors HOS regulations which govern the work hours of commercial drivers and adopted a rule that requires commercial drivers to maintain hours-of-service records with an electronic logging device. At any given time, there are also other proposals for safety-related standards that are pending legislative or administrative approval or adoption. If additional or more stringent standards are adopted, such may result in a reduction of the pool of qualified drivers available to us and to other motor carriers in our industry. If we experience safety and fitness violations, our safety and fitness scores could be adversely impacted, and our fleets could be ranked poorly as compared to our peers. A reduction in our safety and fitness scores or those of our contracted drivers could also reduce our competitiveness in relation to other companies that have higher scores.

In addition, there may be changes in applicable federal or state tax or other laws or interpretations of those laws. If this happens, we may incur additional taxes, as well as higher workers’ compensation and employee benefit costs, and possibly penalties and interest for prior periods. This could have an adverse effect on our results of operations.

The FMCSA’s CSA and SMS initiatives could adversely impact our ability to hire qualified drivers or contract with qualified Leased Capacity Providers or third-party motor carriers, meet our growth projections and maintain our customer relationships, each of which could adversely impact our results of operations.

The FMCSA’s CSA is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver. These measurements are scored and used by the FMCSA to identify potential safety risks and to direct enforcement action. CSA scores are dependent upon safety and compliance experience, which could change at any time. In addition, the safety standards prescribed in CSA could change and our ability as well as third-party motor carriers’ ability to maintain an acceptable score could be adversely impacted. Public disclosure of certain CSA scores was restricted through the enactment of the Fixing America’s Surface Transportation Act of 2015 (the “FAST Act”) on December 4, 2015; however, the FAST Act does not restrict public disclosure of all data collected by the FMCSA. The FMCSA is currently reviewing CSA methodology to address deficiencies identified by the National Academy of Sciences, including the possibility of weak or negative correlation between current safety improvement categories and vehicle crash risk. Nevertheless, if we receive unacceptable CSA scores, and this data is made available to the public, our relationships with our customers could be damaged, which could result in a loss of business.

by the FMCSA. The FMCSA is currently reviewing CSA methodology to address deficiencies identified by the National Academy of Sciences, including the possibility of weak or negative correlation between current safety improvement categories and vehicle crash risk. Nevertheless, if we receive unacceptable CSA scores, and this data is made available to the public, our relationships with our customers could be damaged, which could result in a loss of business.

Likewise, the requirements of SMS could also shrink the industry’s pool of drivers as those with unfavorable scores could leave the industry. As a result, the costs to attract, train and retain qualified drivers, Leased Capacity Providers or third-party carriers could increase. In addition, a shortage of qualified drivers could increase driver turnover, decrease asset utilization, limit growth and adversely impact our results of operations.

The DOT and various state and federal agencies have been granted broad regulatory powers over our business in the United States, and we are licensed by the DOT and U.S. Customs. Additionally, our Canada business activities are subject to the similar laws and regulations of Canada and its provinces, including the effects of the United States-Mexico-Canada Agreement, a trade agreement between the United States, Mexico and Canada. If we are found to be out of compliance with any applicable regulations, our licenses may be revoked, or we could be subject to substantial fines or penalties and to civil and criminal liability. The transportation and supply chain industries are subject to legislative and regulatory changes that can affect the economics of our business by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services.

The FMCSA established the CSA motor carrier oversight program under which drivers and fleets are evaluated based on certain safety-related standards. The FMCSA monitors Hours of Service ("HOS") regulations which govern the work hours of commercial drivers and adopted a rule that requires commercial drivers to maintain hours-of-service records with an electronic logging device. The FMCA may propose regulatory changes that affect the operation of commercial motor carriers across the United States. It is difficult to predict in what form FMCSA regulations may be implemented, modified or enforced and what impact any such regulations may have on motor carrier operations or the aggregate number of trucks that provide hauling capacity to the Company. Nevertheless, if additional or more stringent standards are adopted, such may result in a reduction of the pool of qualified drivers available to us and to other motor carriers in our industry. If we experience safety and fitness violations, our safety and fitness scores could be adversely impacted, and our fleets could be ranked poorly as compared to our peers. A reduction in our safety and fitness scores or those of our contracted drivers could also reduce our competitiveness in relation to other companies that have higher scores.

We are subject to various environmental laws and regulations, including legislative and regulatory responses to climate change; and costs of compliance with, or liabilities for violations of, existing or future laws and regulations could significantly increase our costs of doing business.

Our operations are subject to environmental laws and regulations dealing with, among other things, the handling of hazardous materials, discharge and retention of storm water, and emissions from our vehicles. We operate in industrial areas, where truck terminals and other industrial activities are located, and where groundwater or other forms of environmental contamination may have occurred. Our operations involve the risks of fuel spillage, environmental damage, and hazardous waste disposal, among others. If we are involved in a spill or other accident involving hazardous substances, or if we are found to be in violation of applicable environmental laws or regulations, it could significantly increase our cost of doing business. Under specific environmental laws and regulations, we could be held responsible for all of the costs relating to any contamination at our past or present terminals and at third-party waste disposal sites. If we fail to comply with applicable environmental laws and regulations, we could be subject to substantial fines or penalties and to civil and criminal liability.

3735

In addition, as societal concerns regarding climate change and carbon emissions become more prevalent, federal and local governments and our customers are taking action in response. This increased focus on sustainability may result in new regulations and customer requirements that could negatively affect our financial results. This could cause us to incur additional direct costs or to make changes to our operations in order to comply with any new regulations and customer requirements, as well as increased indirect costs or loss of revenue resulting from, among other things, our customers incurring additional compliance costs that affect our costs and revenues. We could also lose revenue if our customers divert business from us because we have not complied with their sustainability requirements or accommodated related requests. These costs, changes and loss of revenue could have a material adverse effect on our business, financial condition and results of operations. Even without any new legislation or regulation, increased public concern regarding greenhouse gases emitted by transportation carriers could harm the reputations of companies operating in the transportation logistics industries and shift consumer demand toward more locally sourced products and away from our services.

Risks and requirements related to transacting business in foreign countries may result in increased liabilities, including penalties and fines as well as reputational harm.

We are exposed to trade and economic sanctions and other restrictions imposed by the United States or other governments or organizations. The U.S. Departments of Justice, Commerce, State and Treasury, and other foreign authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the Foreign Corrupt Practices Act (“FCPA”) and other federal statutes and regulations, including the International Traffic in Arms Regulations and those established by the Office of Foreign Assets Control (“OFAC”), and similar or more restrictive foreign laws, rules and regulations, which may also apply to the combined company. Under these laws and regulations, the government may require export licenses, or impose restrictions that would require modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities, and modifications to compliance programs, which may increase compliance costs. Failure to implement changes may subject the ~~combined~~ company to fines, penalties and other sanctions.

We have in place policies related to FCPA, OFAC, export controls and similar laws and regulations, but we cannot assure you that our employees, consultants, sales agents, or associates will not engage in unlawful conduct for which we may be held responsible or that our business partners will not engage in conduct that could affect their ability to perform their contractual obligations and result in our being held liable for such conduct. Violation of laws or regulations may result in increased liabilities including penalties and fines as well as reputational harm.

We may be subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if itwe ~~violates~~violate such controls.

There are political and trade tensions among a number of the world’s major economies in which we operate. These tensions have resulted in the implementation of tariff and non-tariff trade barriers and sanctions, including the use of export control restrictions and sanctions against certain countries, individuals and companies. Any increase in the use of export control restrictions and sanctions to target certain countries, regions and entities or any expansion of the extraterritorial jurisdiction of export control laws could impact our ability to compete globally. In addition, measures adopted by an affected country to counteract impacts of another country’s actions or regulations could lead to legal liability to multinational companies, including the combined company. In February 2022, due to the military conflicts between Russia and Ukraine, several major economies, including the United States, the United Kingdom and the European Union imposed economic sanctions against Russia and certain Russian persons and entities. Depending on future developments of global trade tensions, such regulations, rules or measures may have an adverse impact on the ~~combined~~ company’s business and operations, and it may incur significant legal liability and financial losses as a result.

Any change in export or import regulations, economic sanctions or related legislation or change in the countries, governments, persons, vessels or technologies, including semiconductors, targeted by such regulations, could result in decreased use of the combined company’s services by existing or potential users with international operations. Any decreased use of our services or limitation on our ability to export our customers’ products would likely adversely affect our business, operating results and financial results.

If our employees were to unionize, our operating costs would likely increase.

None of our employees are currently represented by a collective bargaining agreement. However, we have no assurance that our employees will not unionize in the future, which could increase our operating costs and force us to alter our operating methods. This could have a material adverse effect on our operating results.

3836

Our charter and bylaws and provisions of ~~Tennessee~~Delaware law could discourage or prevent a takeover that may be considered favorable.

Our ~~charter~~status ~~and~~as ~~bylaws~~a Delaware corporation and the anti-takeover provisions of ~~Tennessee~~the ~~law~~DGCL may discourage, delay or prevent a merger, acquisition or change in control that may be considered favorable. ~~These~~by ~~provisions~~prohibiting ~~could~~us ~~also~~from ~~discourage~~engaging ~~proxy~~in ~~contests~~a ~~and~~business ~~make~~combination itwith ~~more~~an ~~difficult~~interested stockholder for ~~shareholders~~a toperiod ~~elect~~of ~~directors~~three ~~and~~years ~~take~~after ~~other~~the ~~corporate~~person ~~actions.~~becomes ~~Among~~an interested stockholder without the approval of holders of two-thirds of the voting power of our stockholders other ~~things~~than the interested stockholder, ~~these~~even if a change of control would be beneficial to our existing stockholders. In addition, our Certificate of Incorporation and Bylaws contain provisions that may make the acquisition of the Company more difficult, including the following:

•authorize us to issue preferred stock, the terms of which may be determined at the sole discretion of the Board and may adversely affect the voting or economic rights of our shareholders; and

•establish advance notice requirements for nominations for election to the Board and for proposing matters that can be acted on by shareholders at a meeting.

Our charter and bylaws and provisions of ~~Tennessee~~the ~~law~~DGCL may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices for our ~~Common~~common ~~Stock~~stock and also could limit the price that investors are willing to pay in the future for shares of our ~~Common~~common ~~Stock~~stock.

Item 1B. Unresolved Staff Comments

None.

4037

Item 1C. Cybersecurity

We recognize the critical importance of cybersecurity in protecting our business and our stakeholders’ information. We are committed to maintaining a robust cybersecurity risk management program and implementing a comprehensive strategy to mitigate cyber threats and vulnerabilities. Our cybersecurity policies, standards, processes and practices are fully integrated into our overall enterprise risk management program, as described below. This disclosure outlines our cybersecurity risk management approach, strategy, and governance structure.

~~The~~Our ~~Board and the Audit Committee of the Board (“Audit Committee”) are actively involved in oversight of our~~ cybersecurity risk management. Inprogram ~~general,~~is wefocused ~~seek~~on toprotecting ~~address~~critical ~~cybersecurity~~assets, ~~risks~~including ~~through a comprehensive~~data, ~~cross-functional~~systems ~~approach~~and ~~that~~applications; isminimizing ~~focused~~the onimpact ~~protecting~~of ~~our~~cyberattacks; ~~security~~understanding and preparing for the ~~information~~evolving ~~that~~threat welandscape ~~collect~~and ascomplying ~~well~~with asapplicable ~~proactively~~law. ~~identifying~~The ~~and~~program ~~preventing~~includes ~~cybersecurity~~the ~~threats.~~following key areas:

~~Cybersecurity~~• Governance: ~~Risk~~As ~~Management~~discussed in more detail under the heading “Governance,” the Board delegated oversight of cybersecurity risk management to the Audit Committee, which regularly interacts with our Chief Information Officer (“CIO”), Chief Information Security Officer (“CISO”), other members of management and ~~Strategy~~relevant management committees and councils, including the Information Security Governance team.

Our cybersecurity program is focused on protecting critical assets, including data, systems and applications; minimizing the impact of cyberattacks; understanding and preparing for the evolving threat landscape and complying with applicable law. The program includes the following key areas:

• Governance: As discussed in more detail under the heading “Governance,” the Board delegated oversight of cybersecurity risk management to the Audit Committee, which regularly interacts with our Chief Information Security Officer (“CISO”), other members of management and relevant management committees and councils, including the Information Security Governance team and the Cybersecurity Risk Management team.

• Collaborative Approach: We have implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also continuously improving our cybersecurity program and maintaining a strong cybersecurity posture. Key to this approach is to broadly assess the potential impact of cybersecurity incidents on business operations and financial stability as well as any legal and regulatory requirements regarding cybersecurity.

• Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion detection and prevention systems, encryption, multi-factor authentication, privileged access management least privileged access controls, secure coding practices and other security controls, which are regularly evaluated and improved through vulnerability assessments and penetration testing designed to identify weaknesses in our systems and networks.

• Incident Response and Recovery Planning: We have a dedicated Incident Response Team dedicated to responding to ~~and recovering from~~ cybersecurity incidents.

• Third-Party Risk Management: We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including our vendors who handle our data and systems through due diligence and vendor assessments.

• Education and Awareness: We provide regular, training for all employees and contractors, which is designed to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.

WeThe ~~regularly~~Board ~~identify~~ and ~~assess~~the Audit Committee of the Board (“Audit Committee”) are actively involved in oversight of our cybersecurity risk management program. We seek to address cybersecurity risks through a comprehensive, ~~program~~cross-functional approach that ~~includes:~~is focused on protecting our security and the information that we collect as well as proactively identifying and preventing cybersecurity threats.

~~• Vulnerability~~Risk ~~assessments~~Management and ~~penetration testing: We conduct regular vulnerability assessments and penetration testing to identify and address weaknesses in our systems and networks.~~Strategy

~~• Threat intelligence:~~ We ~~subscribe~~regularly toidentify ~~threat intelligence feeds~~ and ~~maintain~~assess ~~relationships~~cybersecurity ~~with~~risks ~~security~~by ~~partners~~applying toour ~~stay~~cybersecurity ~~informed~~risk ~~about~~management ~~emerging~~program ~~cyber~~processes, ~~threats.~~including:

• ~~Third-party~~Vulnerability ~~risk~~ assessments: Weand ~~engage~~penetration ~~various~~testing: ~~outside~~We ~~consultants,~~conduct ~~including~~regular ~~contractors,~~vulnerability ~~assessors,~~assessments ~~auditors, outside attorneys~~ and ~~other~~penetration ~~third~~testing ~~parties~~ to ~~assist~~identify ~~us in identifying, assessing~~ and ~~managing~~address ~~cybersecurity~~weaknesses ~~risks.~~in ~~We conduct initial and regular due diligence on third-party vendors who handle~~ our ~~data~~systems and ~~systems~~networks.

• ~~Business~~Threat ~~impact analysis~~intelligence: We ~~regularly~~subscribe ~~assess~~to ~~the~~threat ~~potential~~intelligence ~~impact~~feeds ofand ~~cyberattacks~~maintain onrelationships ~~our~~with ~~business~~security ~~operations~~partners ~~and~~to ~~financial~~stay ~~stability~~informed about emerging cyber threats.

• ~~Legal~~Third-party ~~and regulatory~~ risk ~~assessment~~assessments: We ~~assess~~engage ~~the~~various ~~legal~~outside consultants, including contractors, assessors, auditors, outside attorneys and ~~regulatory~~other ~~risks~~third ~~associated~~parties ~~with~~to assist us in identifying, assessing and managing cybersecurity ~~incidents~~risks. We conduct initial and ~~ensure~~regular ~~compliance~~due ~~with~~diligence ~~applicable~~on ~~laws~~third-party vendors who handle our data and ~~regulations~~systems.

41•Business impact analysis: We regularly assess the potential impact of cyberattacks on our business operations and financial stability.

•Legal and regulatory risk assessment: We assess the legal and regulatory risks associated with cybersecurity incidents and ensure compliance with applicable laws and regulations.

Governance

AsOur ~~discussed~~cybersecurity ~~above,~~governance ~~our~~facilitates ~~cybersecurity~~coordination ~~governance~~between ~~structure~~the isnecessary ~~integrated~~cybersecurity ~~into~~risk ~~several~~assessment ~~facets~~and ofresponse uspersonnel, ~~which include~~including:

• Board of Directors: The Board has ultimate oversight responsibility for our cybersecurity risk management program. The Board has delegated to the Audit Committee the responsibility for monitoring and overseeing our cybersecurity and other information technology risks, controls, strategies and procedures.

• Audit Committee: The Audit Committee is responsible for monitoring the effectiveness of our information system controls and security, including a periodic review of our cybersecurity and other information technology risks, controls, initiatives and action plans.

• ~~Chief~~ Information Security ~~Officer~~Governance ~~(CISO)~~Team: ~~Casey~~The ~~O’Malley~~Information isSecurity ~~our~~Governance ~~CISO~~Team ~~and~~ is ~~responsible~~comprised ~~for~~of ~~the~~senior ~~day-to-day~~executives ~~management~~who ofoversee the ~~cybersecurity~~development ~~program. Casey has had a distinguished career holding IT leadership positions since 2015~~ and ~~has~~implementation ~~been~~our ~~employed in the~~ cybersecurity ~~field since 2001~~strategy.

• Chief Information Security ~~Governance~~Officer (CISO): The ~~Information~~CISO ~~Security Governance team~~ is ~~comprised~~responsible offor ~~our senior executives and oversees~~ the ~~development~~day-to-day ~~and~~management ~~implementation~~ of ~~the~~our cybersecurity ~~strategy~~program.

• ~~Cybersecurity~~Incident ~~Risk~~Response ~~Management~~ Team: The ~~Cybersecurity~~Incident ~~Risk~~Response ~~Management~~ Team is responsible investigating potential cyber incidents and for ~~identifying,~~responding ~~assessing,~~to and ~~mitigating~~recovering ~~cybersecurity~~from ~~risks~~any actual cyberattacks.

~~• Incident Response Team:~~ The ~~Incident~~Information ~~Response~~Security Governance Team isreports ~~responsible~~to ~~for~~the ~~responding~~Board toon ~~and~~cybersecurity ~~recovering~~risk ~~from cyberattacks~~quarterly. Reports include:

The management team reports to the Board on cyber risk quarterly. Reports include:

• Overall cybersecurity posture: Current state of our security controls and identified vulnerabilities.

• Incident reports: Summary of recent cyber incidents, including their nature, impact, and mitigation efforts.

• Risk assessments: Updated assessments of potential cyber threats and their potential impact on us.

• Security budget and resource allocation: Plans and investments for maintaining and enhancing our cybersecurity program.

~~The~~While ~~management~~we ~~team~~have isnot ~~required~~experienced any material cybersecurity threats or incidents that have materially affected or are reasonably likely to ~~update~~materially affect us, including our business strategy, results of operations or financial condition, as of the ~~Board~~date ~~immediately~~of ~~once~~this aAnnual ~~material~~Report ~~breach~~on ~~occurs.~~Form ~~The~~10-K, ~~Board~~there iscan ~~provided~~be ~~timely~~no ~~updates~~guarantee ~~until~~that we will not be the ~~incident~~subject isof ~~considered~~future ~~resolved~~threats or incidents. Additional information on cybersecurity risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing information.

~~Management evaluates cyber incidents based on their materiality, considering factors such as:~~39

• Financial impact: Potential losses in revenue, profits, or assets.

• Reputational damage: Impact on our brand image and customer trust.

• Regulatory compliance concerns: Potential violations of data privacy regulations or other legal requirements.

• Operational disruption: Impact on business continuity and ability to deliver services.

Based on the materiality assessment, we determine the appropriate disclosure to regulatory agencies, stakeholders, and the public, ensuring transparency and minimizing potential harm.

Item 2. Properties

Our corporate headquarters are in ~~Greenville~~Dallas, TNTX. We also have administrative offices in Atlanta, GA, Columbus, OH and ~~Dallas~~Greenville, TXTN. As of December 31, ~~2024~~2025, we owned 6 of our ~~259~~246 total properties and leased ~~253~~240. We consider each of our facilities to be in good condition and adequate for its present use. We believe in the event that should we need additional facilities, we will be able to purchase or lease facilities on terms and costs similar to those of competitors within the transportation industry.

Our principal facilities as of December 31, ~~2024~~2025 were as follows:

Location	Segment	Approximate Square Feet	Number of Dock Doors
United States
Atlanta, GA	Expedited Freight	152,000	118
Chicago, IL	Expedited Freight	125,000	111
Chicago, IL2	Expedited Freight	378,000	185
Columbus, OH	Expedited Freight	386,000	210
Dallas, TX	Expedited Freight	223,000	134
Euless, TX1	Omni Logistics	367,000	87
Los Angeles, CA1	Expedited Freight	300,000	101
Los Angeles, CA	Expedited Freight	300,000	101
Pico Rivera, CA1	Omni Logistics	203,000	38
South Brunswick, NJ1	Omni Logistics	294,000	37
International
Hong Kong, China1	Omni Logistics	~~360~~1,~~000~~211,921	1428
Taipei, Taiwan1	Omni Logistics	~~432~~895,~~000~~539	4034
1 Leased facilities
Singapore, Singapore1	Omni Logistics	207,133	48
1 Leased facilities2 Two building-campus (one owned / one leased)

In addition to our owned and leased facilities, we partner with independent agents in 38 cities where the agents handle the freight for us on a commission basis.

Item 3. 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 Merger Agreement and sought an injunction against the consummation of the ~~transaction~~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 ~~the~~ court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”). Like the earlier ~~complaints~~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 ~~current~~now ~~and~~ 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 ~~current~~now ~~and~~ 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~~Defendants removed the case to the United States District Court for the Eastern District of Tennessee (the “District Court”), Greeneville Division. Plaintiffs ~~have~~ filed a motion to remand the case to the ~~Third~~Chancery ~~District Chancer~~ Court, and ~~the federal court’s determination~~ on ~~plaintiffs’~~March ~~motion~~31, ~~remains~~2025, ~~pending. Defendants contest~~ the ~~merits~~District ofCourt granted the ~~Second~~motion ~~Amended Complaint~~ and ~~are~~remanded in the ~~process~~case ofback ~~defending~~to the ~~matter~~Chancery Court.

On September 12, 2025, the Parties informed the Chancery Court that they had reached an agreement in principle to resolve the Action (the “Settlement”). The entire settlement amount will be funded by the Company's D&O insurers. In

exchange, the Plaintiffs and the class (as defined in the agreements memorializing the Settlement) will grant customary releases in favor of Defendants of all of their claims that were or could have been asserted in the Action. The Settlement remains subject to Chancery Court approval.

By entering into the Settlement, the Defendants are in no way conceding or admitting liability for any of the claims that were or could have been asserted in the Action. The Defendants expressly have denied and continue to deny each and all of the claims asserted in the Action, and maintain that their conduct was at all times proper, in the best interests of the Company and its stockholders, and in compliance with applicable law. Nevertheless, Defendants have determined to enter into the 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 a party to other litigation incidental to and arising in the normal course of our business, most of which involves 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 the Notes to our Consolidated Financial Statements set forth in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

Item 5.


Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our ~~Common~~common ~~Stock~~stock trades on The Nasdaq Global Select Stock Market™ under the symbol “FWRD.”

There were approximately ~~357~~328 shareholders of record of our ~~Common~~common ~~Stock~~stock as of ~~March~~February 1723, ~~2025~~2026.

We did not declare or pay any cash dividends on our ~~Common~~common ~~Stock~~stock during fiscal year ~~2024~~2025. We do not anticipate declaring or paying any cash dividends on our ~~Common~~common ~~Stock~~stock in the foreseeable future. Our credit facility has certain limitations on paying dividends or making repurchases of our shares, and we are subject to certain covenant ratios, including a leverage ratio under our credit agreement. Any future determination relating to our dividend policy will be made at the discretion of the Board and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects, and other factors the Board may deem relevant.

Unregistered Sales of Securities

~~Unregistered~~We ~~securities~~have not sold byany ~~the~~equity ~~Company~~securities during the ~~period~~year ~~covered~~ended byDecember ~~this~~31, ~~report~~2025 ~~have~~that ~~been~~were not previously ~~reported~~disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K that was filed during the year.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the three months ended December 31, ~~2024~~2025.

4441

Stock Performance Graph

The following graph compares the percentage change in the cumulative shareholder return on our ~~Common~~common ~~Stock~~stock with The Nasdaq Trucking and Transportation Stocks Index and The Nasdaq Global Select Stock Market™ Index commencing on the last trading day of December ~~2019~~2020, and ending on the last trading day of December ~~2024~~2025. The graph assumes a base investment of $100 made on December 31, ~~2019~~2020 and the respective returns assume reinvestment of all dividends. The comparisons in this graph are required by the SEC and, therefore, are not intended to forecast or necessarily be indicative of any future return on our ~~Common~~common ~~Stock~~stock.

The performance graph and related information shall not be deemed “soliciting material” or be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing.

	2019		2020		2021		2022		2023		2024
	2020		2021		2022		2023		2024		2025
Forward Air Corporation	$	100	$	~~110~~158	$	~~173~~137	$	~~150~~82	$	9042	$	4633
Nasdaq Trucking and Transportation Stocks Index	100		~~100~~121		~~121~~97		97120		~~120~~127		~~127~~135
Nasdaq Global Select Stock Market Index	100		~~137~~123		~~169~~83		~~114~~120		~~165~~156		~~213~~188

Item 6. [Reserved]

4542

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section of this Annual Report on Form 10-K generally discusses our results of operations and financial condition for the year ended December 31, ~~2024~~2025. For a discussion of similar topics for the years ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023, please refer to “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K, filed on March 1524, ~~2024~~2025, which is incorporated herein by reference.

Overview

We are a leading asset-light freight provider of transportation services, including LTL, truckload and intermodal drayage services across the United States and in Canada and Mexico. 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. Globally, we provide customized asset-light, high-touch logistics and ~~supply~~value-added ~~chain~~services ~~management solutions~~ with deep customer relationships in high-growth end markets.

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 LTL services. 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. ~~We plan to grow our LTL geographic footprint through greenfield start-ups as well as through acquisitions.~~

Our Omni Logistics segment provides a full suite of global logistics services. Services include air and ocean freight consolidation and forwarding, customs brokerage, ~~warehousing and distribution,~~ time-definite transportation services, ~~and~~contract ~~other~~logistics, ~~supply~~which ~~chain~~includes ~~solutions.~~warehousing ~~Other than revenue performance~~ and ~~given~~value-added ~~the service mix of Omni~~services, ~~key~~as ~~operating~~well ~~statistics are being determined~~ as weother ~~continue~~supply tochain ~~work through the integration~~solutions.

Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and CFS warehouse and handling services, and in select locations, linehaul and LTL services. ~~We plan to grow our Intermodal geographic footprint through acquisitions as well as through greenfield start-ups where no suitable acquisition is available.~~

Our operations, particularly our network of hubs and terminals, represent substantial fixed costs. Consequently, our ability to increase our earnings depends in significant part on our ability to increase the amount of freight and the revenue per pound or shipment for the freight shipped or moved through our network. Additionally, our earnings depend on the growth of other services, such as LTL pickup and delivery, which will allow us to maintain revenue growth in a challenging freight environment. We continue to focus on creating synergies across our services, particularly with services offered in our Expedited Freight reportable segment. Synergistic opportunities include the ability to share resources, in particular our fleet resources.

WeWith respect to our Expedited Freight and Intermodal reportable segments, in addition to our financial results, we monitor and analyze a number of key operating statistics in order to manage ~~our~~these ~~business~~segments and evaluate ~~our~~their ~~financial and~~ operating performance. These key operating statistics are defined below and are referred to throughout the discussion of the financial results of our Expedited Freight, ~~Omni~~ and Intermodal reportable segments. Our key operating statistics should not be interpreted as better measurements of our results than income from operations as determined under GAAP. As we continue to integrate the legacy Omni business, we 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 necessary to understand the operating results of our Omni Logistics reportable segment.

46As we continue to integrate the Omni and Forward businesses, we are also developing how we organize and manage our product offerings. While we continue to manage the business by our disclosed segments below, we have information available to estimate revenue for key product groups for the period ended December 31, 2025. Estimated revenue for ground transportation, air & ocean forwarding, intermodal drayage, and contract logistics approximated 63%, 13%, 9% and 15% of operating revenue, respectively during 2025.

Within our Expedited Freight reportable segment, our primary revenue focus is to increase density, which is shipment 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 and is indexed to diesel fuel prices published by the U.S. Department of Energy. 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 operation. 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, and ongoing improvements in operating efficiencies, are both key components of our ability to grow profitably. 43

~~The~~Key ~~key~~Operating ~~operating statistics necessary to understand the operating results of our Expedited Fright reportable segment are described below in more detail:~~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 operation. 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, and ongoing improvements in operating efficiencies, are both key components of our ability to grow profitably.

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.

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 container freight station warehouse and handling, and linehaul and LTL services is excluded from this measurement. Fuel surcharges and accessorial charges are included in this measurement.

4744

Trends and Developments

Omni Acquisition

In January 2024, we acquired Omni for a combination of (a) $100,499 million in cash and (b) (i) common equity consideration representing 14,015 shares of our common stock on an as-converted and as-exchanged basis. Omni, headquartered near Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally.

Expedited Freight Acquisitions

In January 2023, we acquired certain assets of Land Air Express, Inc. (“Land Air”) for $56,567. Land Air, headquartered in Bowling Green, Kentucky, offers a variety of less-than-truckload services including guaranteed, standard, exclusive, same day, hot shot and pickup and delivery, and operates in over 25 terminals across the United States. The acquisition of Land Air is expected to accelerate the expansion of our national terminal footprint, particularly in the middle part of the United States, and strategically position us to better meet the current and future needs of customers. The acquisition was funded using cash flow from operations and proceeds from our credit facility. The results of Land Air have been included in our Consolidated Financial Statements as of and from the date of acquisition. The associated goodwill has been included in our Expedited Freight reportable segment.

See Note 3, Acquisitions, to our Consolidated Financial Statements for more information about our acquisitions.

Fuel

We depend heavily upon the availability of adequate diesel fuel supplies. Fuel availability and prices can be impacted by factors beyond our control, such as natural or man-made disasters, adverse weather conditions, political events, economic sanctions imposed against oil-producing countries or specific industry participants, disruptions or failure of technology or information systems, price and supply decisions by oil producing countries and cartels, terrorist activities, armed conflict, tariffs, sanctions, other changes to trade agreements and world supply and demand imbalance. Through our fuel surcharge programs, we are able to mitigate the impact of fluctuations in fuel prices. Our fuel surcharge rates are set weekly based on the national average for fuel prices as published by the U.S. Department of Energy and our fuel surcharge table. In periods of changing fuel prices, our fuel surcharges vary by different degrees and may not fully offset fuel price fluctuations or may result in higher than expected increases in revenue. Fuel shortages, changes in fuel prices, and the potential volatility in fuel surcharge revenue may impact our results of operations and overall profitability. Fuel surcharge revenue as a percentage of operating revenues decreased to 17.9% for the year ended December 31, 2024 compared to 18.9% for the year ended December 31, 2023, as a result of changes in fuel prices.

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 ~~North~~global ~~American~~ 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 year. Industry freight volumes, as measured by the Cass Freight Index, decreased inthroughout ~~2024~~2025 ~~compared to 2023, which was down~~ as compared to ~~2022~~2024. ~~Transportation~~Recent ~~rates~~global ~~continued~~disruptions, toincluding ~~decline~~proposed ~~throughout~~changes ~~2024~~and asimplemented ~~carrier~~changes ~~capacity~~to ~~exceeded~~tariff ~~shipper~~rates, ~~demand~~as indescribed ~~the~~below, ~~United~~have ~~States.~~had ~~This~~an ~~period~~impact ofon ~~weak~~freight ~~consumer~~ demand, which has ~~nearly~~led ~~eliminated~~to ~~the~~an ~~challenges~~overall ~~from~~continued ~~port~~decrease ~~congestion~~in ~~and~~total ~~transportation~~number ~~equipment~~of ~~shortages as seen in prior years~~shipments. ~~Despite~~Such ~~the~~disruptions ~~weak demand, new vessel deliveries continue to add capacity and new vessel deliveries~~ are expected to continue inwith ~~the~~a ~~near~~resolution ~~term~~timeline remaining unclear. ~~Recent~~Intermodal ~~global~~volumes, ~~disruptions~~heavily ~~have~~influenced ~~impacted~~by ~~the~~United ~~capacity~~States ~~market~~imports, ~~and~~have ~~the~~decreased ~~disruptions~~due ~~are expected~~ to ~~continue,~~a ~~although~~number ~~the~~of ~~timeline~~factors tothat ~~resolution~~impact ~~remains~~import ~~unclear~~levels. ~~The~~For ~~air~~Truckload, ~~freight~~capacity ~~market~~levels ~~has~~relative ~~seen~~to andemand ~~increase~~have increated ~~capacity~~a ~~resulting~~sustained ~~from~~market ~~increased~~of ~~commercial~~depressed ~~flight~~spot ~~activity~~market totruckload rates.

48Amid broader volatility in the global economy, the U.S. government has recently proposed and imposed significant widespread baseline and country-specific tariffs on imported goods from China, Canada, and other countries. While the implementation of certain country-specific tariffs with most countries has been delayed as negotiations progress, the extent of the risk of tariffs remains uncertain. While the ultimate impact of tariff policy changes is unclear, we are actively monitoring these developments and remain committed to taking appropriate measures to maintain our competitiveness and adapt to changing economic conditions.

support elevated consumer travel. Intermodal volumes, heavily influenced by United States imports, have declined for much of 2024 due to inflation, customer demand and a shift of spending by consumers from goods to services. For Truckload, the capacity contraction has created a sustained market of depressed spot market truckload rates with modest signs of improvement, especially in Q4 of 2024. These trends drove a decline in the volume of freight shipped by our customers and placed pressure on rates in a soft freight environment. While these trends may continue through the early months of 2025, industry projections expect a slight improvement in the fundamentals within the freight market in 2025.

Strategic Review

In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board ~~will~~is continuing to consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. The Board has retained Goldman Sachs & Co. LLC to serve as its financial advisor. The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time. There can be no assurance that any transaction or other strategic outcome will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to this process until it determines that further disclosure is appropriate or necessary.

~~Recent~~Omni ~~Events and Factors Affecting Comparability~~Integration

On January 25, 2024, the Company completed the acquisition (the “Closing”) of Omni Newco, LLC ("Omni" and the acquisition of Omni, the "Omni Acquisition"), after which, we disclosed certain expectations regarding potential synergies from the acquisition and highlighted issues that would have to be addressed as we execute on the Omni integration, which issues are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, “Risk Factors” - under the title “The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits.” Since that time, we have made significant progress on our integration plans and exceeded our initial expectations regarding cost synergies. However, there are continued uncertainties that may affect our ability to successfully complete the full integration of the Omni business or realize its anticipated long-term benefits including revenue synergies. Specifically, we are continuing to integrate operational and administrative technology platforms and systems which are critical to our operational processes and administrative functions, as well as customer service and experience. In addition, as previously disclosed, we are implementing a transformation of the combined business which includes evaluating and integrating the solutions and service offerings available to our customers in order to maximize revenues and efficiencies. Finally, we continue to execute on strategies to retain existing customers and vendors as we finalize our transformation and implement any resulting changes to our business and operations.

~~On January 25, 2024, we completed the Omni Acquisition pursuant to which we acquired Omni for a combination of~~ 45

(a) $100,499 in cash (which includes pre-acquisition Omni costs of approximately $80 million) (b) 14,015 shares of common stock on an as-converted and as-exchanged basis consisting of: (i) 1,910 shares of common stock (of which 1,210 were issued upon conversion of the Series C Preferred Units upon the Conversion Approval) and (ii) 12,105 Opco Class B Units and corresponding Series B Preferred Units, which are exchangeable into shares of common stock (of which 7,670 units were issued upon conversion of the units of Opco designated as “Opco Series C-2 Preferred Units” upon the Conversion Approval).

See Note 3, Acquisitions, to our Consolidated Financial Statements for more information about our acquisitions.

Omni revenues and segment income from January 25, 2024 through December 31, 2024 are included in our consolidated statements of comprehensive (loss) income for the year ended December 31, 2024.

(Unaudited and in Thousands)	Year Ended December 31, 2024		Percent of Revenue
Operating revenue	$	1,196,841	100.0	%
Operating expenses:
Purchased transportation	701,035		58.6
Salaries, wages and employee benefits	215,518		18.0
Operating leases	96,500		8.1
Depreciation and amortization	83,542		7.0
Insurance and claims	12,297		1.0
Fuel expense	3,149		0.3
Other operating expenses	101,206		8.5
Impairment of goodwill	1,028,397		85.9
Total operating expenses	2,241,644		187.3
Loss from operations	(1,044,803)		(87.3)	%

Results from Operations

Year Ended December 31, ~~2024~~2025 compared to Year Ended December 31, ~~2023~~2024

The following table sets forth our consolidated financial data for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

Year Ended

(Unaudited and in Thousands)

December 31, ~~2024~~2025

December 31, ~~2023~~2024

Change

Percent Change

Operating revenue:

Expedited Freight

1,~~115~~012,~~163~~559

1,~~096~~115,~~958~~163

18(102,~~205~~604)

1(9.72)

Omni

1,196,841

—

1,196,841

N/A

Omni Logistics

1,351,164

1,196,841

154,323

12.9

Intermodal

~~232~~230,~~832~~533

~~274~~232,~~043~~832

(412,~~211~~299)

(151.0)

Corporate

164

—

164

N/A

Eliminations

(99,138)

(70,574)

(28,564)

40.5

Eliminations and other operations

(70,738)

(266)

(70,472)

26,493.2

Operating revenue

2,495,118

2,474,262

20,856

0.8

Operating revenue

2,474,262

1,370,735

1,103,527

80.5

Operating expenses:

Purchased transportation

1,~~250~~244,~~570~~471

~~586~~1,~~195~~250,570

~~664~~(6,~~375~~099)

~~113~~(0.35)

Salaries, wages, and employee benefits

~~536~~535,~~406~~681

~~287~~536,~~566~~406

~~248,840~~(725)

86(0.51)

Operating leases

~~182~~204,~~197~~029

87182,~~413~~197

9421,~~784~~832

~~108~~12.40

Depreciation and amortization

~~143~~152,~~978~~638

57143,~~405~~978

868,~~573~~660

~~150~~6.80

Insurance and claims

6458,~~682~~970

5064,~~133~~682

14(5,~~549~~712)

29(8.08)

Fuel expense

2120,~~460~~122

2221,~~004~~460

(~~544~~1,338)

(26.52)

Other operating expenses

~~309~~242,~~508~~783

~~191~~309,~~809~~508

~~117~~(66,~~699~~725)

61(21.46)

Impairment of goodwill

~~1,028,397~~—

—1,028,397

(1,028,397)

N/A

Total operating expenses

32,~~537~~458,~~198~~694

13,~~282~~537,~~525~~198

2(1,~~254~~078,~~673~~504)

~~175~~(30.85)

Income (loss) from continuing operations:

Income (loss) from operations

Expedited Freight

6769,~~951~~780

~~116~~67,~~040~~951

~~(48~~1,~~089)~~829

~~(70~~2.8)7

Omni

(1,044,803)

—

(1,044,803)

N/A

Omni Logistics

30,162

(1,044,803)

1,074,965

102.9

Intermodal

1816,~~925~~924

2518,~~327~~925

(62,~~402~~001)

(3310.86)

Other operations

(~~105~~80,~~009~~442)

(53105,~~157~~009)

~~(51~~24,~~852)~~567

9723.54

Income (loss) from continuing operations

(1,062,936)

88,210

(1,151,146)

(1,305.0)

Income (loss) from operations

36,424

(1,062,936)

1,099,360

103.4

Other income and expense:

Interest expense, net

(~~189~~180,~~215~~747)

(31189,~~571~~215)

(~~157~~8,~~644~~468)

(~~499~~4.35)

Foreign exchange gain

1,093

—

1,093

N/A

Foreign exchange (loss) gain

(5,892)

1,093

6,985

639.1

Other income (expense), net

1,226

—

1,226

N/A

Other income, net

3,018

1,226

(1,792)

(146.2)

Total other expense

(~~186~~183,~~896~~621)

(31186,~~571~~896)

(~~155~~3,~~325~~275)

~~492~~(1.08)

Income (loss) from continuing operations before income taxes

(1147,~~249,832~~197)

56(1,~~639~~249,832)

(1,~~306~~102,~~471)~~635

~~(2,306~~88.7)2

Income tax expense (benefit)

(~~124~~5,~~991~~472)

13(124,~~836~~991)

~~(138~~119,~~827)~~519

~~(1,003~~95.4)6

Net (loss) income from continuing operations

(1,124,841)

42,803

(1,167,644)

(2,727.9)

Income (loss) from continuing operations

(141,725)

(1,124,841)

983,116

87.4

Income (loss) from discontinued operation, net of tax

~~(6,387)~~—

~~124~~(6,~~548~~387)

~~(130~~6,~~935)~~387

~~(105.1)~~N/A

Net (loss) income

(1141,~~131,228~~725)

~~124~~(1,~~548~~131,228)

(1989,~~255,776)~~503

~~(1,008~~87.3)5

Net (loss) attributable to noncontrolling interest

(~~314~~33,~~259~~929)

—(314,259)

~~(314~~280,~~259)~~330

~~N/A~~89.2

Net (loss) income attributable to Forward Air

(~~816~~107,~~969~~796)

~~167~~(816,~~351~~969)

~~(984~~709,~~320)~~173

~~(588~~86.2)8

5046

Operating Revenues

Operating revenues increased $120,~~103~~856,~~527,~~ or 800.58% to $2,~~474~~495,~~262~~118 for the year ended December 31, ~~2024~~2025 compared to $12,~~370~~474,~~735~~262 for the same period in ~~2023~~2024. ~~The~~This increase was primarily due to the ~~inclusion of $1,196,841 from the~~ Omni Logistics segment ~~and~~having an ~~increase~~extra twenty-four days included in ~~our~~2025 ~~Expedited~~as ~~Freight~~compared ~~segment~~to of2024 ~~$18,205~~given ~~due~~that tothe ~~increased~~Omni ~~Truckload~~Acquisition ~~and~~closed ~~Network~~in ~~revenue,~~January 2024. The increase in operating revenues was partially offset by a decrease ~~from~~in our ~~Intermodal~~Expedited Freight segment revenue of $41102,~~211~~604 due to decreased Network volume. The results for our reportable segments are discussed in detail in the following sections.

Operating Expenses

Operating expenses ~~increased~~decreased $21,~~254~~078,~~673~~504, or ~~175~~30.85%, to $32,~~537~~458,~~198~~694 for the year ended December 31, ~~2024~~2025 compared to $13,~~282~~537,~~525~~198 for the same period in ~~2023~~2024. The ~~increase~~decrease was primarily due to ~~the~~a ~~inclusion~~goodwill impairment charge of $21,~~241~~028,~~644~~397 ofincurred ~~operating~~in ~~expenses~~the ~~from~~prior ~~the~~year ~~Omni~~period ~~Logistics~~and ~~segment~~decreases ~~which~~in ~~includes~~acquisition aand ~~goodwill~~integration ~~impairment~~costs ~~charge~~associated ofwith ~~$1,028,397~~the ~~and~~Omni aAcquisition. ~~$66,294~~Such ~~increase~~decreases were partially offset by the increases in operating expenses from the ~~Expedited~~Omni ~~Freight~~Logistics segment ~~due~~having an extra twenty-four days included in the year ended December 31, 2025 as compared to ~~margin~~the ~~compression~~same period in 2024. Additionally, ~~partially~~in ~~offset~~fourth byquarter of 2025 the Company recorded a $3419,~~809~~765 ~~decrease~~charge into Other operating expenses ~~from~~for the ~~Intermodal~~impairment ~~segment~~of ~~from~~abandoned asoftware ~~decrease~~projects, inwhich ~~drayage~~included ~~shipments~~$16,199 of cloud computing implementation costs and $3,566 of capitalized internal-use software.

Income (loss) from ~~Continuing~~ Operations ~~and Segment Operations~~

Income (loss) from ~~continuing~~ operations ~~changed~~increased by $1,~~151~~099,~~146~~360, or ~~1,305~~103.04%, to aincome ~~loss~~ of $136,~~062,936~~424 for the year ended December 31, ~~2024~~2025, compared to a $881,~~210~~062,936 ofloss ~~income~~ for the same period in ~~2023~~2024. The ~~loss~~increase was primarily driven by ~~Omni Logistics segment loss of $1,044,803 as a result of~~ the goodwill impairment charge ~~of $1,028,397, loss~~ from ~~Other~~2024 ~~Operations~~noted ~~in the amount of $105~~above,~~009,~~ ~~partially~~which ~~offset~~did bynot ~~Expedited~~occur ~~Freight segment of income of $67,951, and~~ in ~~our Intermodal segment amounting to $18,925~~2025.

~~Interest~~Total Other Expense, ~~net~~

~~Interest~~Total other expense decreased $3,275, ~~net~~or ~~was~~1.8%, to expense of $~~189~~183,~~215~~621 for the year ended December 31, ~~2024~~2025 compared to an expense of $31186,~~571~~896 for the same period in ~~2023~~2024. The ~~increase~~decrease ~~in interest expense~~ was due to ~~higher outstanding debt balances during~~ the ~~year~~decrease ~~ended December 31, 2024 compared to the same period~~ in ~~2023,~~interest asexpense ~~well~~resulting asfrom ~~higher~~lower variable interest rates onpartially ~~borrowings~~offset ~~acquired~~by ~~during~~loss ~~the~~on ~~Omni~~foreign ~~Acquisition~~currency exchange.

Income Taxes ~~on a Continuing Basis~~

The effective tax rate ~~on a continuing basis~~ for the year ended December 31, ~~2024~~2025 was 103.07%, compared to a rate of 2410.40% for the same period in ~~2023~~2024. The effective tax rate for the year ended December 31, ~~2024~~2025 is ~~significantly~~ lower than ~~historical~~the ~~rates~~prior year due to the tax impacts related to the goodwill impairment charge in the ~~current~~prior year that did not reoccur.

Income (loss) from Discontinued Operation, net of tax

~~Loss~~Income (loss) from discontinued operations ~~of $6,387,~~ net of tax, ~~resulted in an unfavorable change~~ of $~~130~~6,~~935~~387, ~~or 105.1%~~ for the year ended December 31, 2024 ~~compared~~was related to ~~income~~the offinal ~~$124,548~~net ~~for~~working capital settlement following the ~~same~~sale ~~period~~of our Final Mile business in December 2023. ~~The~~There ~~loss~~ was ~~due~~no toincome ~~final~~or ~~net~~loss ~~working~~from ~~capital~~discontinued ~~settlement~~operations ~~following~~for the ~~December~~year ~~2023~~ended ~~sale~~December of31, ~~the Final Mile business~~2025.

Net Loss

As a result of the foregoing factors, net ~~income~~loss decreased $~~984~~989,~~320~~503, or ~~588~~87.25%, to a net loss of $~~816~~141,~~969~~725 for the year ended December 31, ~~2024~~2025 compared to the net ~~income~~loss of $~~167~~1,~~351~~131,228 for the same period in ~~2023~~2024. The decrease is primarily related to $1,028,397 goodwill impairment charge incurred in the prior year that did not occur in the current year.

51Net Loss Attributable to Noncontrolling Interest

~~Expedited~~ ~~Freight~~The -decrease ~~Year~~in ~~Ended~~net loss attributable to noncontrolling interest for the year ended December 31, ~~2024~~2025, compared to ~~Year~~the ~~Ended~~same ~~December~~period 31in 2024, ~~2023~~is being driven by the decrease in net loss and the decreasing number of noncontrolling units outstanding for the respective periods.

~~The following table sets forth our financial data of the Expedited Freight segment for the years ended December 31, 2024 and 2023:~~ 47

	Year Ended
(Unaudited and in Thousands)	December 31, 2024		Percent of Revenue		December 31, 2023		Percent of Revenue		Change		Percent Change
Operating revenue:
Network 1	$	854,138	76.6	%	$	845,949	77.1	%	$	8,189	1.0	%
Truckload	170,455		15.3		159,513		14.5		10,942		6.9
Other	90,570		8.1		91,496		8.3		(926)		(1.0)
Total operating revenue	1,115,163		100.0		1,096,958		100.0		18,205		1.7
Operating expenses:
Purchased transportation	546,458		49.0		511,525		46.6		34,933		6.8
Salaries, wages and employee benefits	242,411		21.7		226,528		20.7		15,883		7.0
Operating leases	63,398		5.7		61,728		5.6		1,670		2.7
Depreciation and amortization	41,858		3.8		37,414		3.4		4,444		11.9
Insurance and claims	43,716		3.9		38,294		3.5		5,422		14.2
Fuel expense	9,733		0.9		10,884		1.0		(1,151)		(10.6)
Other operating expenses	99,638		8.9		94,545		8.6		5,093		5.4
Total operating expenses	1,047,212		93.9		980,918		89.4		66,294		6.8
Income from operations	$	67,951	6.1	%	$	116,040	10.6	%	$	(48,089)	(41.4)	%
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue.

Expedited Freight - Year Ended December 31, 2025 compared to Year Ended December 31, 2024

52The following table sets forth our financial data of the Expedited Freight segment for the years ended December 31, 2025 and 2024:

Expedited Freight Operating Statistics
	Year Ended
	Year Ended
(Unaudited and in Thousands)	December 31, 2025		Percent of Revenue			December 31, 2024			Percent of Revenue		Change		Percent Change
	December 31, 2024		December 31, 2023			Percent Change
Operating revenue:
Business days	256		254			0.8		%
Network 1	$	761,940	75.2		%	$	854,138		76.6	%	$	(92,198)	(10.8)	%
Tonnage 1,2
Truckload	165,889		16.4			170,455			15.3		(4,566)		(2.7)
Total pounds	2,782,294		2,678,334			3.9
Other	84,730		8.4			90,570			8.1		(5,840)		(6.4)
Pounds per day	10,868		10,545			3.1
Total operating revenue	1,012,559		100.0			1,115,163			100.0		(102,604)		(9.2)
Shipments 1,2
Operating expenses:
Total shipments	3,312		3,340			(0.8)
Purchased transportation	491,917		48.6			546,458			49.0		(54,541)		(10.0)
Shipments per day	12.9		13.1			(1.5)
Salaries, wages and employee benefits	210,418		20.8			242,411			21.7		(31,993)		(13.2)
Weight per shipment	840		802			4.8
Operating leases	64,353		6.4			63,398			5.7		955		1.5
Revenue per hundredweight 3	$	30.71	$	31.80		(3.4)
Depreciation and amortization	40,721		4.0			41,858			3.8		(1,137)		(2.7)
Revenue per hundredweight, ex fuel 3	$	24.09	$	24.48		(1.6)
Insurance and claims	40,746		4.0			43,716			3.9		(2,970)		(6.8)
Revenue per shipment 3	$	257.99	$	255.06		1.1
Fuel expense	8,985		0.9			9,733			0.9		(748)		(7.7)
Revenue per shipment, ex fuel 3	$	202.42	$	196.32		3.1
Other operating expenses	85,639		8.5			99,638			8.9		(13,999)		(14.0)
1 In thousands
Total operating expenses	942,779		93.1			1,047,212			93.9		(104,433)		(10.0)
2 Excludes accessorial and Truckload products
Income from operations	$	69,780	6.9		%	$	67,951		6.1	%	$	1,829	2.7	%
3 Includes intercompany revenue between the Network and Truckload revenue streams
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue.

5348


Expedited Freight Operating Statistics

	Year Ended
	December 31, 2025		December 31, 2024		Percent Change
Business days	255		256		(0.4)	%

Tonnage 1,2
Total pounds	2,445,202		2,782,294		(12.1)
Pounds per day	9,589		10,868		(11.8)

Shipments 1,2
Total shipments	2,903		3,312		(12.3)
Shipments per day	11.4		12.9		(11.6)


Weight per shipment	842		840		0.3

Revenue per hundredweight 3	$	31.17	$	30.71	1.5
Revenue per hundredweight, ex fuel 3	$	24.72	$	24.09	2.6

Revenue per shipment 3	$	262.55	$	257.99	1.8
Revenue per shipment, ex fuel 3	$	208.25	$	202.42	2.9



1 In thousands
2 Excludes accessorial and Truckload products
3 Includes intercompany revenue between the Network and Truckload revenue streams

Operating Revenues

~~Expedited~~Operating ~~Freight operating~~ revenue ~~increased~~decreased $18102,~~205~~604, or 19.72%, to $1,~~115~~012,~~163~~559 for the year ended December 31, ~~2024~~2025 from $1,~~096~~115,~~958~~163 for the same period in ~~2023~~2024. The ~~increase~~decrease was driven by ~~higher~~decreased Network ~~and Truckload~~ revenue. Network revenue ~~increased~~decreased ~~from~~due 3to a 12.91% ~~higher~~decrease in tonnage ~~with~~as a ~~slight~~result of softer demand and was partially offset ~~from~~by 3a 2.46% ~~decrease~~increase in revenue per hundredweight ex fuel, as compared to the same period in the prior year. The ~~increase~~decrease in tonnage reflects an increase in weight per shipment of 40.83% on 012.83% ~~less~~fewer shipments. The increase in weight per shipment was the result of more dense freight in our network driven by a change in the mix of services provided to customers. The decrease in shipments resulted from lower demand for our premium services as a result of conservative spending due to inflationary pressures, higher interest rates, and economic uncertainty. Truckload revenue increased $10,942 primarily due to higher revenue per shipment, resulting from inflationary pressures, compared to the same period in 2023.

Purchased Transportation

~~Expedited~~Purchased ~~Freight purchased~~ transportation expense ~~increased~~decreased by $3454,~~933~~541, or 610.80%, to $~~546~~491,~~458~~917 for the year ended December 31, ~~2024~~2025 from $~~511~~546,~~525~~458 for the same period in ~~2023~~2024. Purchased transportation was 4948.06% of Expedited Freight operating revenue for the year ended December 31, ~~2024~~2025 compared to 4649.60% for the same period in ~~2023~~2024. ~~Expedited~~Purchased ~~Freight 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. The ~~increase~~decrease in purchased transportation was primarily due to ~~higher~~decreased ~~freight~~shipments ~~capacity purchased from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers~~ for ~~Network and Truckload services. Also, third-party providers miles driven was higher during~~ the year ~~and reflect a pay-per-mile cost model. For the year~~ ended December 31, ~~2024,~~2025 weas ~~purchased~~compared ~~63.8%, 33.2% and 4.0% of our freight capacity from Leased Capacity Providers, third-party motor carriers and transportation intermediaries and Company-employed drivers, respectively. This compares~~ to ~~64.8%, 30.4% and 4.8%, respectively, for~~ the same period in ~~2023~~2024.

Salaries, Wages, and Employee Benefits

~~Expedited Freight salaries~~Salaries, wages and employee benefits ~~increased~~decreased by $1531,~~883~~993, or 713.02%, to $~~242~~210,~~411~~418 for the year ended December 31, ~~2024~~2025 from $~~226~~242,~~528~~411 for the same period in ~~2023~~2024. Salaries, wages and employee benefits were 2120.78% of Expedited Freight operating revenue for the year ended December 31, ~~2024~~2025 compared to 2021.7% for the same period in ~~2023~~2024. The ~~increase~~decrease in salaries, wages and employee benefits expense was primarily due to ~~elevated~~the ~~Company-employed~~lower ~~driver~~volumes ~~count~~for ~~and~~the ~~wage~~year ~~rates~~ended December 31, 2025 as compared to the same period in ~~2023~~2024.

Operating Leases

Expedited Freight operating leases increased $1,670, or 2.7%, to $63,398 for the year ended December 31, 2024 from $61,728 for the same period in 2023. Operating leases were 5.7% of Expedited Freight operating revenue for the year ended December 31, 2024 compared to 5.6% for the same period in 2023. The increase in operating lease expense was primarily due to leased truck excess mileage expense for the year ended December 31, 2024 compared to the same period in 2023.

Depreciation and Amortization

Expedited Freight depreciation and amortization increased $4,444, or 11.9%, to $41,858 for the year ended December 31, 2024 from $37,414 for the same period in 2023. Depreciation and amortization expense as a percentage of Expedited Freight operating revenue was 3.8% for the year ended December 31, 2024 compared to 3.4% for the same period in 2023. The increase in depreciation and amortization expense was primarily the result of purchasing and placing in service new equipment in the second half of 2023 and first half of 2024.

Insurance and Claims

Expedited Freight insurance and claims expense increased $5,422, or 14.2%, to $43,716 for the year ended December 31, 2024 from $38,294 for the same period in 2023. Insurance and claims as a percentage of Expedited Freight operating revenue was 3.9% for the year ended December 31, 2024 compared to 3.5% for the same period in 2023. The increase in insurance and claims expense was primarily due to an increase in equipment repair claims, vehicle liability and cargo claims, and insurance premiums, for the year ended December 31, 2024 as compared to the same period in 2023.

Fuel Expense

Expedited Freight fuel expense decreased $1,151, or 10.6%, to $9,733 for the year ended December 31, 2024 from $10,884 for the same period in 2023. Fuel expense was 0.9% of Expedited Freight operating revenue for the year ended December 31, 2024 compared to 1.0% for the same period in 2023. Expedited Freight fuel expense decreased primarily due to the decline in the average price of fuel, partially offset by additional miles driven by Company-employed drivers during the year ended December 31, 2024.

Other Operating Expenses

~~Expedited~~Other ~~Freight other~~ operating expenses ~~increased~~decreased $513,~~093~~999, or 514.40%, to $9985,~~638~~639 for the year ended December 31, ~~2024~~2025 from $9499,~~545~~638 for the same period in ~~2023~~2024. Other operating expenses were 8.95% of Expedited Freight operating revenue for the year ended December 31, ~~2024~~2025 compared to 8.69% for the same period in ~~2023~~2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs. The ~~increase~~decrease in other operating expenses was primarily ~~driven~~due byto anacquisition ~~increase in software license~~ and ~~subscription~~integration ~~fees~~synergies ~~and~~as ~~utilities~~well ~~and~~as ~~communications~~reduction ~~expenses, partially offset by a decrease~~ in ~~professional~~shipments ~~fees, maintenance and repair expense and supply parts,~~ for the year ended December 31, ~~2024~~2025 as compared to the same period in ~~2023~~2024.

Income from Operations

~~Expedited~~Income ~~Freight income~~ from operations ~~decreased~~increased by $481,~~089~~829, or 412.47%, to $6769,~~951~~780 for the year ended December 31, ~~2024~~2025 compared to $~~116~~67,~~040~~951 for the same period in ~~2023~~2024. Expedited Freight income from operations was 6.19% of operating revenue for the year ended December 31, ~~2024~~2025, compared to ~~10.~~6.1% for the same period in ~~2023~~2024. The ~~decrease~~increase in income from operations was ~~primarily~~driven aby ~~result~~improved ofcost ~~6.8%~~management ~~higher~~relative ~~operating~~to ~~expenses~~the ~~without~~lower ~~sufficient~~freight ~~increase~~volumes infor ~~total~~year ~~operating~~ended ~~revenue~~December 31, ~~which~~2025 ~~grew~~as bycompared 1to the same period in 2024.~~7%.~~

5550

~~Intermodal~~Omni Logistics - Year Ended December 31, ~~2024~~2025 compared to Year Ended December 31, ~~2023~~2024

The following table sets forth our financial data of the ~~Intermodal~~Omni Logistics segment for the years ended December 31, ~~2024~~2025 and ~~2023~~2024:

	Year Ended
(Unaudited and in Thousands)	December 31, 2024		Percent of Revenue		December 31, 2023		Percent of Revenue		Change		Percent Change
	December 31, 2025		Percent of Revenue		December 31, 2024		Percent of Revenue		Change		Percent Change
Operating revenue	$	~~232~~1,~~832~~351,164	100.0	%	$	~~274~~1,~~043~~196,841	100.0	%	$	~~(41~~154,~~211)~~323	~~(15~~12.0)9	%
Operating expenses:
Purchased transportation	73774,~~814~~785		3157.73		74701,~~941~~035		2758.36		(173,~~127)~~750		(110.5)
Salaries, wages and employee benefits	58232,~~714~~138		2517.2		66215,~~925~~518		2418.40		(816,~~211)~~620		~~(12~~7.3)7
Operating leases	21114,~~599~~573		98.35		2596,~~685~~500		98.41		(418,~~086)~~073		~~(15~~18.9)7
Depreciation and amortization	1893,~~440~~539		76.9		1983,~~991~~542		7.30		(19,~~551)~~997		(712.8)0
Insurance and claims	104,~~251~~921		40.4		1012,~~320~~297		31.80		(697,376)		(060.70)
Fuel expense	83,~~578~~682		30.73		113,~~121~~149		40.13		~~(2,543)~~533		~~(22~~16.9)
Other operating expenses	2297,~~511~~364		9.7.2		39101,~~733~~206		148.5		(173,~~222~~842)		(~~43.~~3.8)
Total operating expenses	213,907		91.9		248,716		90.8		(34,809)		(14.0)
Impairment of goodwill	—		—		1,028,397		85.9		(1,028,397)		(100.0)
Income from operations	$	18,925	8.1	%	$	25,327	9.2	%	$	(6,402)	(25.3)	%
Total operating expenses	1,321,002		97.8		2,241,644		187.3		(920,642)		(41.1)
Income (loss) from operations	$	30,162	2.2	%	$	(1,044,803)	(87.3)	%	$	1,074,965	102.9	%

Intermodal Operating Statistics
	Year Ended
	December 31, 2024		December 31, 2023		Percent Change
Drayage shipments	254,072		274,997		(7.6)	%
Drayage revenue per shipment	$	830	$	913	(9.1)	%

Operating Revenues

~~Intermodal~~Operating ~~operating~~revenues ~~revenue~~increased ~~decreased~~ $41154,~~211~~323, or 1512.09%, to $~~232~~1,~~832~~351,164 for the year ended December 31, ~~2024,~~2025 from $~~274~~1,~~043~~196,841 for the same period in ~~2023~~2024. ~~The~~ ~~decrease~~This inis ~~operating~~partially ~~revenues~~due ~~was primarily attributable~~ to athe ~~7.6%~~increase ~~decrease~~ in ~~drayage~~ownership ~~shipments~~days ~~and~~during anthe ~~9.1%~~current ~~decrease~~year inperiod, ~~drayage~~as ~~revenue~~well ~~per~~as ~~shipment~~an ~~over~~increase ~~the same period~~ in ~~2023. The decrease in drayage shipments and lower accessorial~~ revenue toper ~~support~~day ~~customers~~during ~~was~~2025 ~~primarily~~ due to ~~challenged~~increased ~~market~~ demand for ~~our~~contract ~~services driven by an extended weak freight environment for the year ended December 31, 2024 compared to the same period in 2023~~logistics. ~~In addition, fuel surcharge revenue decreased $5,600 or 15.7% over the same period, as a result of the decline in the average price of fuel and a decrease in shipment volume.~~

Purchased Transportation

~~Intermodal~~Purchased ~~purchased~~ transportation ~~decreased~~increased $173,~~127~~750, or 110.5%, to $73774,~~814~~785 for the year ended December 31, ~~2024~~2025 from $74701,~~941~~035 for the same period in ~~2023~~2024. Purchased transportation was 3157.73% of ~~Intermodal~~ operating revenues for ~~the~~ year ended December 31, ~~2024~~2025 compared to 2758.36% for the same period in ~~2023~~2024. ~~Intermodal~~ ~~purchased~~Purchased transportation ~~includes~~increased ~~Leased~~primarily ~~Capacity~~due ~~Providers,~~to ~~third-party~~the ~~motor~~increase ~~carriers,~~in ~~while~~ownership ~~expenses~~days ~~for~~and ~~Company-employed~~demand ~~drivers~~for ~~are~~our ~~included~~services induring ~~salaries,~~the ~~wages~~current ~~and~~year ~~employee~~period, ~~benefits.~~but ~~The~~decreased ~~decrease~~as ina ~~purchased~~percentage ~~transportation~~of ~~expense~~revenue ~~was primarily~~ due to ~~fewer~~a ~~drayage~~shift ~~shipments~~in ~~and~~product ~~the~~mix. ~~change~~This shift in ~~the~~product mix consisted of ~~freight~~an ~~capacity~~increase ~~purchased~~in ~~from~~contract ~~Leased~~logistics ~~Capacity~~that ~~Providers~~require ~~and~~lower ~~third-party~~purchase ~~motor~~transportation ~~carriers~~levels as compared to ~~the~~ground, ~~same~~air ~~period~~and inocean ~~2023~~services.

Salaries, Wages, and Employee Benefits

~~Intermodal salaries~~Salaries, wages and employee benefits ~~decreased~~increased $816,~~211,~~620 or 127.37%, to $58232,~~714~~138 for the year ended December 31, ~~2024~~2025 from $66215,~~925~~518 for the same period in ~~2023~~2024. Salaries, wages and employee benefits were 2517.2% of ~~Intermodal~~ operating ~~revenue~~revenues for the year ended ~~December~~2025 ~~31, 2024~~ compared to 2418.40% for the same period in ~~2023~~2024. ~~The~~While ~~decrease in~~ salaries, wages and employee benefits ~~expense~~increased ~~was~~mainly ~~primarily~~ due to ~~fewer~~the ~~Company-employed~~increase ~~drivers~~ in ~~response~~ownership todays, ~~lower~~the ~~volumes~~salaries, wages and benefits as ~~compared~~a topercentage ~~the~~of ~~same~~operating ~~period~~revenues indecreased ~~2023~~due to acquisition and integration synergies.

Operating Leases

~~Intermodal~~Operating ~~operating~~ leases ~~decrease~~increased $418,~~086,~~073 or 1518.97%, to $21114,~~599~~573 for the year ended December 31, ~~2024,~~2025 from $2596,~~685~~500 for the same period in ~~2023. Operating leases were 9.3% of Intermodal operating revenue for the year ended December 31,~~ 2024 ~~compared to 9~~.4% inOperating ~~the same period in 2023. The decrease in operating~~ leases ~~expense~~increased ~~was~~ primarily due to ~~reduced equipment rental expense incurred to support lower demand for~~ the ~~year~~increase ~~ended December 31, 2024 compared to the same period~~ in ~~2023~~ownership days.

Depreciation and Amortization

~~Intermodal~~Depreciation ~~depreciation~~ and amortization ~~decreased~~increased $19,~~551,~~997 or 712.80%, to $1893,~~440~~539 for the year ended December 31, ~~2024,~~2025 from $1983,~~991~~542 for the same period in ~~2023~~2024. Depreciation and amortization ~~expense~~increased as a ~~percentage~~result of ~~Intermodal operating revenue was 7.9% for~~ the ~~year~~increase ~~ended~~in ~~December~~ownership ~~31,~~days ~~2024~~of ~~compared~~Omni toLogistics ~~7.3% for the same period~~ in ~~2023.~~2025 ~~The~~as ~~decrease~~compared ~~in depreciation and amortization expense was primarily due~~ to ~~minimal new asset additions during the period and some equipment disposals and assets having reached their full depreciable lives~~2024.

~~Fuel~~Income ~~Expense~~(Loss) from Operations

~~Intermodal~~Income ~~fuel~~from ~~expense~~operations ~~decreased~~increased $21,~~543~~074,965 or 22102.9%, to ~~$8,578~~an ~~for~~income ~~the~~of ~~year ended December 31, 2024 from~~ $1130,~~121~~162 for the ~~same period in 2023. Fuel expense was 3.7% of Intermodal operating revenue for the~~ year ended December 31, ~~2024~~2025 compared to 4.a $1%,044,803 loss for the same period in ~~2023~~2024. The ~~Intermodal~~increase ~~fuel~~was ~~expense~~primarily ~~decreased~~ due to ~~less~~no ~~shipments,~~goodwill ~~fewer~~impairment ~~miles~~charge ~~driven by Company-employed drivers and a decrease~~ in the ~~average~~current ~~price~~year ofperiod ~~fuel~~relative ~~during~~to the ~~year ended December 31~~$1,028,397 ~~2024~~goodwill ~~compared~~impairment tocharge in the ~~same~~prior ~~period~~year ~~in 2023~~period.

Intermodal - Year Ended December 31, 2025 compared to Year Ended December 31, 2024

The following table sets forth our financial data of the Intermodal segment for the years ended December 31, 2025 and 2024:





	Year Ended
(Unaudited and in Thousands)	December 31, 2025		Percent of Revenue		December 31, 2024		Percent of Revenue		Change		Percent Change


Operating revenue	$	230,533	100.0	%	$	232,832	100.0	%	$	(2,299)	(1.0)	%

Operating expenses:
Purchased transportation	76,907		33.4		73,814		31.7		3,093		4.2
Salaries, wages and employee benefits	57,640		25.0		58,714		25.2		(1,074)		(1.8)
Operating leases	22,312		9.7		21,599		9.3		713		3.3
Depreciation and amortization	17,929		7.8		18,440		7.9		(511)		(2.8)
Insurance and claims	11,667		5.1		10,251		4.4		1,416		13.8
Fuel expense	7,433		3.2		8,578		3.7		(1,145)		(13.3)
Other operating expenses	19,721		8.6		22,511		9.7		(2,790)		(12.4)
Total operating expenses	213,609		92.7		213,907		91.9		(298)		(0.1)
Income from operations	$	16,924	7.3	%	$	18,925	8.1	%	$	(2,001)	(10.6)	%


Intermodal Operating Statistics

	Year Ended
	December 31, 2025		December 31, 2024		Percent Change

Drayage shipments	245,691		254,072		(3.3)	%
Drayage revenue per shipment	$	851	$	830	2.5	%

Operating Revenues

Operating revenue decreased $2,299, or 1.0%, to $230,533 for the year ended December 31, 2025, from $232,832 for the same period in 2024. The decrease in operating revenues was primarily due to a 3.3% decrease in drayage shipments as compared to the same period in 2024.

Purchased Transportation

Purchased transportation increased $3,093, or 4.2%, to $76,907 for the year ended year ended December 31, 2025 from $73,814 for the same period in 2024. Purchased transportation was 33.4% of Intermodal operating revenues for the year ended December 31, 2025 compared to 31.7% for the same period in 2024. 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 has increased based on several factors including changes in mix of internal vs external capacity utilization, length of haul, lane density, and mix of service providers.

Salaries, Wages, and Employee Benefits

Salaries, wages and employee benefits decreased $1,074, or 1.8%, to $57,640 for the year ended December 31, 2025 from $58,714 for the same period in 2024. Salaries, wages and employee benefits were 25.0% of Intermodal operating revenue for the year ended December 31, 2025 compared to 25.2% for the same period in 2024. Salaries, wages and employee benefits has decreased due to similar variables as purchased transportation including mix of freight and other variable characteristics that impact labor utilization.

Other Operating Expenses

~~Intermodal~~Other ~~other~~ operating expenses decreased $172,~~222~~790, or 4312.34%, to $2219,~~511~~721 for the year ended December 31, ~~2024~~2025 from $3922,~~733~~511 for the same period in ~~2023~~2024. Other operating expenses as a percentage of Intermodal operating revenue for the year ended December 31, ~~2024~~2025 was 98.76%, compared to 149.57% for the same period in ~~2023~~2024. Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs. The decrease in other operating expenses was primarily driven by ~~lower~~our ~~accessorial~~decrease ~~storage~~in ~~costs~~revenue ~~incurred~~and tocontinued ~~support~~cost ~~the~~reduction ~~decreased~~efforts ~~accessorial~~that ~~revenues~~began ~~for~~in the ~~year~~third ~~ended~~quarter ~~December~~of ~~31,~~ 2024 ~~compared to the same period in 2023~~.

Income from Operations

~~Intermodal~~Income ~~income~~ from operations decreased by $62,~~402~~001, or 2510.36%, to $1816,~~925~~924 for the year ended December 31, ~~2024~~2025 compared to $2518,~~327~~925 for the same period in ~~2023~~2024. Income from operations as a percentage of Intermodal operating revenue was 87.13% for the year ended December 31, ~~2024~~2025 compared to 98.21% in the same period in ~~2023~~2024. The ~~15.0%~~ decrease in income from operations as a percentage of operating revenues was ~~driven~~primarily bydue ~~7.6%~~decreased ~~fewer~~network efficiency resulting from the decrease in drayage shipments ~~and~~for ~~1.1%~~the ~~higher~~year ~~overall~~ended ~~operating~~December ~~expenses~~31, 2025 as acompared ~~percentage~~to ofthe ~~revenue~~same period in 2024.

~~Other~~Corporate ~~operations~~ - Year Ended December 31, ~~2024~~2025 compared to Year Ended December 31, ~~2023~~2024

~~Other~~Corporate ~~operations~~included ~~resulted~~an ~~in a~~ $~~105~~80,~~009~~442 operating loss ~~for~~during the year ended December 31, ~~2024~~2025 compared to a $53105,~~157~~009 operating loss ~~for~~during the same period in ~~2023~~2024. The change in the operating loss was ~~primarily~~partially driven by $8131,~~467~~473 of ~~post-acquisition~~professional fees incurred in 2025 for transaction and integration costs ~~incurred~~ in connection with the Omni Acquisition as compared to $81,467 in 2024. This reduction in costs was offset by a $19,765 impairment charge in the fourth quarter of 2025 related to abandoned software project costs.

Critical Accounting Policies and Estimates

Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates and assumptions are based on historical experience and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. The significant accounting policies followed in the preparation of the financial statements are detailed in Note 1 of our Consolidated Financial Statements included in this Annual Report on Form 10-K.

Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results and require management’s most subjective judgments. We believe that our application of the policies discussed below involves significant levels of judgment, estimates and complexity. Due to the levels of judgment, complexity and period of time over which many of these items are resolved, actual results could differ from those estimated at the time of preparation of the financial statements. Adjustments to these estimates would impact our financial position and future results of operations.

5853

~~Self-Insurance Loss Reserves~~Goodwill

We ~~provide~~test ~~for~~goodwill at the ~~estimated~~reporting ~~costs~~unit oflevel ~~self-insurance~~for ~~loss~~impairment ~~reserves,~~annually ~~which~~as ~~includes~~of ~~both~~June ~~reported~~30 and ~~unreported~~on ~~vehicle~~an ~~liability,~~interim ~~and~~basis ~~workers’~~when ~~compensation~~events ~~claims.~~occur ~~The~~or ~~amount~~circumstances ofexist ~~self-insurance~~that ~~loss~~indicate ~~reserves~~the ~~and~~carrying ~~loss~~value ~~adjustment~~may ~~expenses~~not isbe ~~determined~~recoverable. ~~based~~We onestimate anthe ~~estimation~~fair ~~process~~value ~~that~~of ~~requires~~a usreporting tounit ~~make~~using ~~significant~~a ~~judgments~~discounted ~~and~~cash ~~use~~flow ~~information~~(DCF), ~~obtained~~or ~~from~~as ~~both~~appropriate, ~~our~~a ~~specific~~combination of the DCF and ~~industry~~market ~~data,~~approach known as ~~well~~the asguideline ~~general~~public ~~economic~~company ~~information~~approach. WeUnder the DCF approach, we estimate ~~our~~the ~~self~~fair value of reporting units' cash flows at the weighted average cost of capital of a hypothetical third-~~insurance~~party ~~loss~~buyer. ~~exposure~~The bysignificant ~~evaluating~~assumptions in the ~~merits~~DCF ~~and~~model ~~circumstances~~include ~~surrounding~~forecast ~~individual~~of ~~known~~annual ~~claims~~revenue growth rates, annual operating income margin, and ~~through~~the ~~actuarial~~discount ~~analysis~~rate used to ~~determine~~present anvalue ~~estimate~~the ofcash ~~probable~~flow ~~losses~~projections. onWhen ~~claims~~determining ~~incurred~~these ~~but~~assumptions ~~not~~and ~~reported.~~preparing Ifthese estimates, we consider historical performance trends, and the ~~events~~reporting units underlying business and other market trends that may affect the ~~claims~~reporting ~~have~~unit. ~~occurred~~The discount rate is based on the estimated weighted average cost of capital as of the ~~balance~~test ~~sheet~~ date, ~~then~~of ~~losses~~market ~~are~~participants ~~recognized~~in ~~immediately~~the industry in which the reporting unit operates. ~~Historically~~Under the guideline public company method, we ~~have~~estimate ~~experienced~~the ~~both~~fair ~~favorable~~value ~~and~~based ~~unfavorable~~upon ~~development~~market multiples of ~~claim~~revenue ~~estimates.~~and earnings derived from publicly traded companies with similar operating and investment characteristics as the reporting unit.

~~The~~Estimating ~~estimation~~the ~~process~~fair ~~for~~value ~~self-insurance~~of ~~loss~~a ~~exposure~~reporting ~~requires~~unit ~~management~~involves touncertainties ~~make~~because ~~significant~~it ~~judgments~~requires ~~and~~management ~~continuously~~to ~~monitor~~develop ~~and~~assumptions ~~evaluate~~about the ~~life~~future ~~cycle~~growth ofand ~~claims.~~potential ~~Using~~volatility ~~data~~in ~~obtained~~revenues ~~from this monitoring~~ and ~~our~~costs, ~~assumptions~~capital ~~about the emerging trends~~expenditures, ~~management~~industry ~~develops~~economic anfactors ~~estimate of ultimate claims based on its historical experience~~ and ~~other~~future ~~available~~business ~~market information~~strategy. ~~The~~Changes ~~most significant assumptions used~~ in ~~the~~projected ~~estimation~~revenue ~~process~~growth ~~include~~rates, ~~determining~~projected ~~the~~operating ~~trend~~income inmargins ~~loss~~or ~~costs,~~estimated ~~the~~discount ~~expected~~rates ~~consistency~~due into ~~the~~uncertain ~~frequency~~market ~~and~~conditions, ~~severity~~loss of ~~claims~~one ~~incurred~~or ~~but~~more ~~not~~key ~~yet reported~~customers, changes in ~~the~~our ~~timing of the reporting of losses from the loss date to the notification date~~strategy, ~~and~~changes ~~expected~~in ~~costs~~technology toor ~~settle~~other ~~unpaid~~factors ~~claims.~~could Wenegatively ~~utilize~~affect ~~quarterly actuarial analyses to evaluate open claims and estimate~~ the ~~ongoing~~fair ~~development~~value ~~exposure.~~in ~~The~~one ~~actual~~or ~~cost~~more toof ~~settle~~ our ~~self-funded~~reporting ~~claim~~units ~~liabilities~~and ~~can~~result ~~differ~~in ~~from our reserve estimates because of~~ a ~~number~~material ofimpairment ~~uncertainties,~~charge ~~including the inherent difficulty~~ in ~~estimating~~ the ~~severity of a claim and the potential amount to defend and settle a claim~~future.

AsTo ofassess ~~December~~the ~~31,~~reasonableness ~~2024 and 2023, we recorded self-insurance loss reserves~~ of ~~$65,112~~the ~~and~~calculated ~~$66,374,~~fair ~~respectively,~~values ~~inclusive~~ of ~~reserves~~our inreporting ~~excess of the self-insured retention limit that are expected to be reimbursed from insurance carriers. Additionally~~units, we ~~recognized~~also acompare ~~receivable~~the ~~for~~sum ~~insurance proceeds and a corresponding claims payable for vehicle liability and workers’ compensation claims in excess~~ of the ~~self-insured~~reporting ~~retention~~units’ ~~limit~~fair invalues ~~the~~to ~~amount~~our ofmarket ~~$19,791~~capitalization and ~~$26,712~~calculate asan ofimplied ~~December~~control ~~31, 2024 and 2023, respectively~~premium.

~~Business~~Annual ~~Combinations~~Goodwill ~~and~~Analysis ~~Goodwill~~

~~Acquisitions~~The ~~are~~annual ~~accounted~~test of goodwill was performed for ~~using~~each of the ~~purchase~~reporting ~~method~~units with goodwill balances as of June 30, 2025. ~~Upon~~ As a result of the ~~acquisition~~annual test, none of athe ~~business~~reporting units were determined to be impaired, however the Omni reporting unit fair value ofwas ~~the~~not ~~assets~~substantially ~~acquired~~in ~~and~~excess ~~liabilities~~of ~~assumed~~its ~~are~~carrying ~~estimated~~value. ~~This~~The ~~requires~~fair ~~judgments~~value ~~regarding~~of the ~~identification~~Omni ofreporting ~~acquired~~unit ~~assets~~was ~~and~~estimated ~~liabilities~~to ~~assumed,~~be ~~some~~approximately of10% ~~which~~higher ~~may~~than ~~not~~the ~~have~~carrying ~~been~~value. ~~previously~~As ~~recorded~~a byresult of the ~~acquired~~2024 ~~business~~annual test, asthe ~~well~~Company asrecorded ~~judgments~~goodwill ~~regarding~~impairment charges for the ~~valuation~~year ofended December 31, 2024 totaling $1,028,397 which are all ~~identified~~related ~~acquired~~to ~~assets~~the ~~and~~Omni ~~assumed~~reporting ~~liabilities~~unit. ~~The~~To ~~assets~~complete ~~acquired~~the ~~and~~goodwill ~~liabilities~~test ~~assumed~~of ~~are~~our ~~determined~~reporting byunits, ~~understanding~~we determined the ~~operations,~~fair ~~interviewing~~value ~~management~~of ~~and~~the ~~reviewing~~reporting unit using the ~~financial~~DCF model and ~~contractual~~a ~~information~~guideline public company approach with 50% of the ~~acquired~~value ~~business.~~determined ~~Consideration~~using isthe ~~typically~~DCF ~~paid~~and in50% of the ~~form~~value ofdetermined ~~cash~~using ~~paid~~the atmarket ~~closing~~approach. ~~while~~Fair ~~contingent~~value ~~consideration~~determinations isrequire ~~paid~~considerable ~~upon~~judgment ~~the~~and ~~satisfaction~~are ofsensitive ato ~~future~~changes ~~obligation.~~in Ifunderlying ~~contingent~~assumptions ~~consideration~~and isfactors, ~~included~~as ina ~~the~~result ~~purchase~~there ~~price,~~can ~~then~~be ~~the~~no ~~consideration~~assurance isthat ~~valued~~there aswill ofnot ~~the~~be ~~acquisition~~a ~~date~~potential impairment in the future.

~~Once~~Year ~~the~~Ended ~~acquired~~December ~~assets and assumed liabilities are identified~~31, ~~the~~2024 ~~fair~~compared value of the assets and liabilities are estimated using a variety of approaches that require significant judgments. For example, intangible assets are typically valued using a discounted cash flow (“DCF”) analysis, which requires estimates of the future cash flows attributable to ~~the~~Year ~~intangible~~Ended ~~asset.~~December ~~A DCF analysis also requires judgments regarding the selection of discount rates to reflect the risks inherent in the projected cash flows~~31, the determination of terminal growth rates, and the useful life and pattern of use of the underlying intangible asset. The valuation of acquired property and equipment requires judgments about current market values, replacement costs, the physical and functional obsolescence of the assets and their remaining useful lives. A failure to appropriately assign a fair value to acquired assets and assumed liabilities could significantly impact the amount and timing of future depreciation and amortization expense, as well as significantly overstate or understate assets or liabilities. 2023

59For discussion of our Results of Operations for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, refer to Part I, Item 7 of our Annual Report on form 10-K filed with SEC on March 24, 2025.

The annual test of goodwill was performed for each of the reporting units with goodwill balances as of June 30, 2024. As a result of the annual test, we recorded goodwill impairment charges totaling $1,028,397 which all relates to our Omni reporting unit. This reporting unit was acquired on January 25, 2024. Primarily due to a decrease in the market value of the Company’s common stock during the second quarter of 2024, as a result of many factors including, but not limited to, general market factors, credit rating downgrades, and changes in executive leadership, and the inherent uncertainty associated with the combined enterprise, the Omni reporting unit’s fair value was determined to be less than its carrying value. As a result, the Company recorded a non-cash impairment charge of $1,028,397 during the three and six months ended June 30, 2024. The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Consolidated Statement of Operations. To complete the Omni goodwill test, we determined the fair value of the reporting unit using the DCF model and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value using the market approach.

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. Purchase price allocation of Omni is not yet complete, and as a result, there can be no assurance that there will not be a material impairment charge in the future.

Finite-Lived Intangible Assets and Other Long-Lived Assets

The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. The analysis differs from our goodwill impairment test in that an intangible or other long-lived asset is only deemed to have occurred if the sum of the forecasted undiscounted cash flows related to the assets being evaluated is less than the carrying value of the assets. If the forecasted net cash flows are less than the carrying value, then the assets are written down to estimated value. We did not identify any impairments of definite-lived assets in the three and six months ended June 30, 2024 and 2023. Changes in the estimates of forecasted net cash flows may result in future asset impairments that could be material to our results of operations.

Tax Receivable Agreement

The Company and Opco entered into the Tax Receivable Agreement with Omni Holders and certain other parties (collectively, the “TRA Holders”). Pursuant to the Tax Receivable Agreement, among other things, the Company is required to pay to the Omni Holders 83.5% of certain of the Company’s realized (or in certain cases deemed realized) tax savings as a result of certain tax benefits related to the transactions contemplated by the Purchase & Sale Agreement and Taxes Receivable Agreement, and future exchanges of Opco Class B Units for our common stock or cash. The actual tax benefit, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending on a number of factors, including the price of the common stock at the time of the exchange; the timing of future exchanges; the extent to which exchanges are taxable; the amount and timing of the utilization of tax attributes; the amount, timing and character of the Company’s income; the U.S. federal, state and local tax rates then applicable; the depreciation and amortization periods that apply to the increases in tax basis; the timing and amount of any earlier payments that the Company may have made under the Tax Receivable Agreement; and the portion of the Company’s payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis

The Company accounts for the effects of these increases in tax basis and associated payments under the Tax Receivable Agreement if and when exchanges occur as follows:

a.recognizes a contingent liability for the Tax Receivable Agreement obligation when it is deemed probable and estimable, with a corresponding adjustment to additional paid-in-capital, based on the estimate of the aggregate amount that the Company will pay;

b.records an increase in deferred tax assets for the estimated income tax effects of the increases in tax basis based on enacted federal and state tax rates at the date of the exchange;

c.to the extent the Company estimates that the full benefit represented by the deferred tax asset will not be fully realized based on an analysis that will consider, among other things, the expectation of future earnings, the Company reduces the deferred tax asset with a valuation allowance; and

d.the effects of changes in any of the estimates and subsequent changes in the enacted tax rates after the initial recognition will be included in the Company’s net loss.

A Tax Receivable Agreement liability is determined and recorded under ASC 450, “Contingencies”, as a contingent liability; therefore, the Company is required to evaluate whether the liability is both probable and the amount can be estimated. The Tax Receivable Agreement liability is payable upon cash tax savings and as of the balance sheet date the Company has not determined that positive future taxable income is probable under ASC 740, “Financial Reporting for Income Taxes” and has reduced its deferred tax assets generated with a valuation allowance, based on the Company’s three-year cumulative loss position, the expected income generated from existing tax deferred liabilities, tax planning, and other factors. As such, the Company has not recorded additional Tax Receivable Agreement liability as of December 31, 2024 related to items generated after the opening balance sheet date to be consistent under both ASC 450 & ASC 740. The Company will evaluate this on a quarterly basis which may result in an adjustment in the future.”

Year Ended December 31, 2023 compared to Year Ended December 31, 2022

For discussion of our Results of Operations for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022, refer to Part I, Item 7 of our annual report on form 10-K filed with SEC on March 15, 2024.

Liquidity and Capital Resources

For discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, ~~2023~~2024 compared to the fiscal year ended December 31, ~~2022~~2023 refer to Part I, Item 7 of our annual report on form 10-K filed with SEC on March 1524, ~~2024~~2025.

We have historically financed our working capital needs, including capital expenditures, with available cash, cash flows from operations and borrowings under our ~~Revolving Credit Facility. We believe that borrowings under our Revolving Credit Facility (defined below) and our New Term Loans (defined below)~~$300,000 together with available cash and internally generated funds, will be sufficient to support our working capital, capital expenditures and debt and service requirements for the foreseeable future. On December 30, 2024, Opco, a subsidiary of the Company, the revolving ~~lenders~~credit ~~party~~facility ~~thereto and Citibank, N.A., as administrative agent and collateral agent, entered into Amendment No. 3~~ (the “~~Amendment~~Revolving ~~No.~~Credit 3Facility”) topursuant ~~the Credit Agreement, dated as of December 19, 2023 (as amended, supplemented or otherwise modified prior~~ to ~~the date of Amendment No. 3, the “Credit Agreement”).~~our

Ascredit ~~previously~~agreement ~~disclosed~~with ~~and~~Citibank, ~~more~~N.A., ~~fully~~as ~~described~~administrative ~~below~~agent and incollateral ~~Note~~agent 3,and ~~Acquisitions,~~as toinitial term loan lender (the ~~Consolidated~~“Credit ~~Financial~~Agreement”). ~~Statements,~~We webelieve ~~incurred~~that ~~significant~~availability ~~indebtedness~~of inborrowings ~~connection~~under ~~with~~our ~~the~~Credit ~~Omni~~Agreement ~~Acquisition.~~together ~~This~~with ~~substantial~~available ~~level~~cash ofand ~~debt~~internally ~~could~~generated ~~have~~funds ~~important~~will ~~consequences~~be sufficient to support our ~~business,~~working ~~including~~capital, ~~but~~capital ~~not~~expenditures ~~limited~~and todebt service requirements over the ~~factors~~next astwelve months. As previously disclosed and more fully ~~discussed~~described in ~~Item~~Note 1A3, ~~“Risk~~Acquisitions ~~Factors”~~to -the ~~“Risks~~Consolidated ~~Relating~~Financial toStatements, ~~our~~we ~~Indebtedness”~~incurred significant indebtedness in connection with the Omni Acquisition.

This substantial level of debt could have important consequences to our business, including, but not limited to the factors as more fully discussed in Item 1A, “Risk Factors” - “Risks Relating to our Indebtedness.”

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 6.50 to 1.00. As of the year ended December 31, 2025, the Company’s leverage ratio is 5.50 to 1.00. The required leverage ratio will incrementally decrease by 25 basis points at the end of each quarter in 2026, to 5.50 to 1.00 at December 31, 2026, as defined in the 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. Based on current expectations, the Company expects to maintain compliance with the leverage ratio during the next year.

Senior Secured Notes

In ~~order to finance~~ a ~~portion~~private ofoffering ~~the~~exempt ~~cash~~from ~~consideration~~registration ~~payable~~under ~~for~~ the ~~Omni~~Securities ~~Acquisition and the costs and expenses incurred in connection therewith~~Act, ~~GN Bondco, LLC, a Delaware limited liability company and wholly owned subsidiary of Omni (~~the ~~“Escrow~~Company ~~Issuer”~~issued ~~and consolidated VIE) launched a private offering of~~ $725,000 ~~aggregate~~in ~~principal amount of its 9.5% senior~~ secured ~~notes~~debt due 2031 (the “Notes”)~~, in a transaction exempt from registration under the Securities Act~~. ~~Upon the closing of the Omni Acquisition, Opco assumed the Escrow Issuer's obligations under the Notes.~~ The Notes bear interest at a rate of 9.5% per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024. The Notes were issued at 98.0% of the face amount and will mature on October 15, 2031. The Notes were issued pursuant to an indenture, dated as of October 2, 2023, between the ~~Escrow~~Company ~~Issuer~~ and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. ~~As of December 31, 2024, GN Bondco, LLC is considered a Variable Interest Entity and is consolidated within our Consolidated Financial Statements.~~

The Notes are guaranteed on a senior secured basis inby anus ~~aggregate~~and ~~principal~~each ~~amount~~of inCompany’s ~~excess~~existing ofand ~~$100,000~~future domestic subsidiaries (subject to customary exceptions). Prior to October 15, 2026, ~~Opco~~the Company may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000% of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after October 15, 2026, ~~Opco~~the Company may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date: (a) in the case of a redemption occurring during the 12-month period commencing October 15, 2026, at a redemption price of 104.750%; (b) in the case of a redemption occurring during the 12-month period commencing on October 15, 2027, at a redemption price of 102.375%; and (c) in the case of a redemption occurring on or after October 15, 2028, at a redemption price of 100.000%. In addition, at any time prior to October 15, 2026, ~~Opco~~the Company may redeem up to 40.000% of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the occurrence of a “change of control”, ~~Opco~~the Company will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

61Credit Agreement

~~Senior~~Pursuant ~~Secured~~to the Credit Agreement, the Company obtained senior secured term B loans in an aggregate principal amount of $1,125,000 (the “New Term ~~Loan~~Loans”) and the ability to draw down up to $300,000 under the Revolving Credit Facility. The New Term Loans bear interest based, at Company’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. The base rate is equal the highest of the following: (i) the prime rate; (ii) 0.50% above the overnight federal funds rate; and (iii) the one-month SOFR plus 1.00%. The applicable margin for SOFR loans is 4.50% and the applicable margin for base rate loans is 3.50%. The New Term Loans were issued at 96.0% of the face amount and will mature on December 19, 2030.

InThe ~~order~~Revolving toCredit ~~finance~~Facility awill ~~portion~~mature ofon ~~the~~January ~~cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection therewith~~25, ~~GN Loanco, LLC, a Delaware limited liability company and wholly owned subsidiary of Omni (the “Escrow Loan Borrower”), entered into a credit agreement (the “Credit Agreement”) with Citibank, N~~2029.~~A.,~~ as administrative agent and collateral agent and as initial term loan lender. Pursuant to the Credit Agreement, the Escrow Loan Borrower obtained senior secured term B loans in an aggregate principal amount of $1,125,000 (the “New Term Loans”) ~~and~~made ~~the ability to draw down up to $400,000~~ under the Revolving Credit Facility. ~~The New Term Loans~~ bear interest based, at ~~Opco~~Company’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. The ~~base~~applicable ~~rate~~margin iscan ~~equal~~range ~~the~~from ~~highest~~3.75% ofto ~~the~~4.25% ~~following:~~for ~~(i)~~SOFR ~~the~~loans ~~prime~~and ~~rate;~~from ~~(ii) 0~~2.5075% ~~above~~to ~~the~~3.25% ~~overnight~~for ~~federal~~base ~~funds~~ rate; ~~and~~loans, ~~(iii)~~in ~~the~~each ~~one-month~~case ~~SOFR~~depending ~~plus~~on ~~1.00%.~~Company's ~~The~~first ~~applicable~~lien ~~margin~~net ~~for~~leverage ~~SOFR~~ratio, ~~loans~~as isset ~~4.50%~~forth ~~and~~in the ~~applicable~~Credit ~~margin~~Agreement. ~~for~~The ~~base~~Company ~~rate~~also ~~loans~~incurs isa 30.505%. ~~The~~commitment ~~New~~fee ~~Term~~on ~~Loans~~any ~~are~~unused ~~subject~~portion toof ~~customary~~the ~~amortization~~Revolving ofCredit 1Facility.~~00%~~ ~~per~~As ~~year.~~of ~~The~~December ~~New~~31, ~~Term~~2025, ~~Loans~~the ~~were~~Company ~~issued~~has at$261,323 ~~96.0%~~available offor ~~the~~borrowings ~~face~~under ~~amount~~the ~~and~~Revolving ~~will~~Credit ~~mature~~Facility onand ~~December~~no ~~19,~~borrowings ~~2030~~outstanding. AsThe ofCompany’s ~~December~~obligations ~~31,~~under ~~2024~~the GNCredit ~~Loanco,~~Agreement ~~LLC~~are isguaranteed ~~considered~~on a ~~Variable~~senior ~~Interest~~secured ~~Entity~~basis by us and iseach ~~consolidated~~of ~~within~~Company’s ~~our~~existing ~~Consolidated~~and ~~Financial~~future ~~Statements~~domestic subsidiaries (subject to customary exceptions).

No borrowings under the Revolving Credit Facility were made in connection with the Omni Acquisition. The Revolving Credit Facility will mature on January 25, 2029. Loans made under the Revolving Credit Facility bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. Until delivery of a compliance certificate in respect of the fiscal quarter ending June 30, 2024, the applicable margin for SOFR loans is 4.25% and the applicable margin for base rate loans is 3.25%. Thereafter, the applicable margin can range from 3.75% to 4.25% for SOFR loans and from 2.75% to 3.25% for base rate loans, in each case depending on Opco’s first lien net leverage ratio, as set forth in the Credit Agreement. Upon the closing of the Omni Acquisition, Opco assumed the Escrow Loan Borrower’s obligations under the Credit Agreement, which were further secured by certain guarantors. Opco’s obligations under the Credit Agreement are guaranteed on a senior secured basis by us and each of Opco’s existing and future domestic subsidiaries (subject to customary exceptions). 55

OnBoth ~~January~~the 25Notes and Revolving Credit Facility contain covenants that, ~~2024~~among other things, restrict our ability, without the ~~date~~approval of the ~~Omni~~required ~~Acquisition~~lenders, ~~both~~to GNengage ~~Bondco~~in certain mergers, ~~LLC~~consolidations, asset sales, dividends and GNstock ~~Loanco~~repurchases, ~~LLC~~investments, ~~ceased~~and ~~operations~~other ~~and~~transactions ~~their~~or ~~debt~~to incur liens or indebtedness in excess of agreed thresholds, as set forth in the Credit Agreement. The Revolving Credit Facility’s terms also include a financial covenant which requires us to maintain a specific leverage ratio as follows: (i) 6.50:1.00 (for the fourth quarter of 2025), (ii) 6.25:1.00 (for the first quarter of 2026), (iii) 6.00:1.00 (for the second quarter of 2026), (iv) 5.75:1.00 (for the third quarter of 2026), (vi) 5.50:1.00 (for the fourth quarter of 2026 and ~~related~~thereafter). ~~funds~~The Credit Agreement contains cross-default provisions. As such, if the requisite revolving lenders were ~~transferred~~to declare the amounts outstanding under the Revolving Credit Facility to ~~Opco,~~be immediately due and payable as a ~~consolidated~~result ~~subsidiary~~of a breach thereunder, the term loan lenders would have the right to accelerate the outstanding term loans and exercise other remedies available under the Credit Agreement. As of usthe date of this report, we were in compliance with all aforementioned covenants.

On February 12, 2024, Opco and the parties to the Credit Agreement entered into Amendment No. 2 (“Amendment No. 2”) to the Credit Agreement, which (a) modifies the financial performance covenant in the Credit Agreement by temporarily increasing the 4.50:1.00 maximum consolidated first lien net leverage ratio permitted by the covenant to (i) 6.00:1.00 (for the second and third quarters of 2024), (ii) 5.50:1.00 (for the fourth quarter of 2024), (iii) 5.25:1.00 (for the first quarter of 2025), (iv) 5.00:1.00 (for the second quarter of 2025) and (v) 4.75:1.00 (for the third quarter of 2025) and (b) reduces the revolving credit commitments available under the Credit Agreement from an aggregate principal amount of $400,000 to an aggregate principal amount of $340,000. Amendment No. 2 also amends certain other terms of the Credit Agreement in connection with the foregoing. Prior to the effectiveness of Amendment No. 2 on February 12, 2024, Opco repaid $80,000 aggregate principal amount of the New Term Loans outstanding under the Credit Agreement, together with all accrued and unpaid interest thereon.

On December 30, 2024, Opco and the parties to the Credit Agreement entered into Amendment No. 3 (“Amendment No. 3”) to the Credit Agreement, which (a) modifies the financial performance covenant in the Credit Agreement by temporarily increasing the 5.50:1.00 maximum consolidated first lien net leverage ratio permitted by the covenant to (i) 6.75:1.00 (for the first, second and third quarters of 2025), (ii) 6.50:1.00 (for the fourth quarter of 2025), (iii) 6.25:1.00 (for the first quarter of 2026), (iv) 6.00:1.00 (for the second quarter of 2026), (v) 5.75:1.00 (for the third quarter of 2026), (vi) 5.50:1.00 (for the third quarter of 2026 and thereafter) and (b) reduces the revolving credit commitments available under the Credit Agreement from an aggregate principal amount of $340,000 to an aggregate principal amount of $300,000. Amendment No. 3 also amends certain other terms of the Credit Agreement in connection with the foregoing.

Both the Notes and Revolving Credit Facility contain covenants that, among other things, restrict the ability of us, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement. The Revolving Credit Facility’s terms also include a financial covenant which requires us to maintain a specific leverage ratio. As of the date of this report, we were in compliance with all aforementioned covenants.

Tax Receivable Agreement

In connection with the Omni Acquisition, we, Opco, Omni Holders and certain other parties entered into the Tax Receivable Agreement, which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by us as a result of the Omni Acquisition. Pursuant to the Tax Receivable Agreement, we are generally obligated to pay certain Omni Holders 83.5% of (a) the total tax benefit that we realize as a result of increases in tax basis in Opco’s assets resulting from certain actual or deemed distributions and the future exchange of units of Opco for shares of securities of us (or cash) pursuant to Opco’s operating agreement that became effective as of the Closing, (b) certain pre-existing tax attributes of certain Omni Holders that are corporate entities for tax purposes, (c) the tax benefits that we realize from certain tax allocations that correspond to items of income or gain required to be recognized by certain Omni Holders, and (d) other tax benefits attributable to payments under the Tax Receivable Agreement. Payment obligations under the Tax Receivable Agreement rank pari passu with all unsecured obligations but senior to any future tax receivable or similar agreement entered into by us.

The term of the Tax Receivable Agreement will continue until all such tax benefits have been utilized or expired unless we elect to terminate the Tax Receivable Agreement early (or it is terminated early due to a change of control or insolvency event with respect to us or a material breach by us of a material obligation under the Tax Receivable Agreement). Upon such an early termination, we will be required to make a payment equal to the present value of the anticipated future payments to be made by it under the Tax Receivable Agreement (based upon certain assumptions and deemed events set forth in the Tax Receivable Agreement). In the event of a change of control, under certain circumstances, we may elect to pay the early termination payment over a period of 15 years, with the payments increased to reflect the time value of money.

Cash Flows

Year Ended December 31, ~~2024~~2025 Cash Flows compared to December 31, ~~2023~~2024 Cash Flows

~~Continuing~~Net ~~Operations~~cash provided by operating activities of continuing operations was $44,384 for the year ended December 31, 2025 compared to cash used operating activities of continuing operations of $69,015 for the year ended December 31, 2024. The increase in net cash provided by operating activities was primarily due to the decrease in loss from continuing operations and improved working capital management.

Net cash used in ~~operating~~investing activities of continuing operations was $6926,~~015~~912 for the year ended December 31, ~~2024~~2025 compared to cash ~~provided~~used ~~from operations~~ of $~~199~~1,~~212~~608,586 ~~for~~during the year ended December 31, ~~2023~~2024. ~~The~~Investing ~~decrease~~activities inof ~~net~~continuing ~~cash~~operations ~~provided~~for bythe ~~operating~~year ~~activities~~ended December 31, 2024 included the acquisition of ~~continuing~~Omni ~~operations~~for ~~was~~a purchase price of $1,576,219. Capital expenditures for the year ended December 31, 2025 were $29,116, which primarily ~~due~~related to the ~~decrease~~purchase inof ~~net~~technology ~~income~~and ~~from~~operating ~~continuing~~equipment. ~~operations~~Capital ~~after~~expenditures ~~consideration~~for ofthe ~~non-cash~~year ~~items~~ended December 31, ~~additionally~~2024 ~~changes~~were $37,060, which primarily related to the investment in ~~net~~the ~~working~~expansion ~~capital~~of our national hub in ~~2024~~Columbus, ~~were~~Ohio ~~unfavorable~~and tothe ~~similar~~purchase ~~changes~~of ~~during~~technology ~~2023~~and operating equipment.

Net cash used in ~~investing~~financing activities of continuing operations was $117,~~608,586~~533 for the year ended December 31, ~~2024~~2025 compared to ~~cash provided of~~ $83163,~~687~~832 ~~during~~for the year ended December 31, ~~2023~~2024. The ~~Investing~~change ~~activities~~in ~~of continuing operations for~~ the ~~year~~net ~~ended~~cash ~~December~~used ~~31,~~in ~~2024~~financing ~~included the acquisition of Omni for a purchase price of $1,576,219, while investing~~ activities ~~for~~was ~~the~~primarily ~~year~~due ~~ended~~to ~~December 31, 2023 included~~ the ~~acquisition~~payments ofin ~~Land~~2024 ~~Air for a purchase price~~ of ~~$56,703.~~debt ~~Capital~~issuance ~~expenditures for the year ended December 31~~costs, ~~2024~~long-term ~~were $37~~debts,~~060,~~ ~~which primarily related to the purchase of technology~~ and ~~operating~~earn-out ~~equipment. Capital expenditures for the year ended December 31~~liabilities, ~~2023~~all ~~were~~of ~~$30,725,~~ which ~~primarily~~did ~~related~~not toreoccur ~~the investment~~ in the ~~expansion~~current ofyear ~~our national hub in Columbus, Ohio and the purchase of technology and operating equipment~~period.

Net cash used in financing activities of continuing operations was $163,832 for the year ended December 31, 2024 compared to net cash provided by financing activities of continuing operations of $1,790,726 for the year ended December 31, 2023. The change in the net cash provided by financing activities of continuing operations was primarily due proceeds from long-term debt in 2023 used to fund the Omni Acquisition in 2024, with net paydown of debt balances in 2024.

Share Repurchase Program

During the ~~year~~years ended December 31, 2025 and 2024, we did not repurchase any shares. For the year ended December 31, 2023, a total of 883 shares of our common stock were repurchased for an approximate total of $93,811, through open market transactions. All shares received were retired upon receipt, and the excess of the purchase price over par value per share was recorded to “Retained Earnings” in our Consolidated Balance Sheets.

6356

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our principal exposure to ~~market~~interest rate risk relates ~~principally~~ to ~~changes~~outstanding inborrowing ~~interest~~under ~~rates~~our ~~and~~Credit ~~fuel~~Agreement ~~prices.~~which ~~Our~~incurs interest ~~expense~~at ~~is,~~variable inrates. ~~part,~~Borrowings ~~sensitive~~under to the ~~general~~Credit ~~level~~Agreement ofincur interest ~~rates.~~at ~~The~~SOFR ~~outstanding~~or ~~balance~~a ~~under~~base ~~our~~rate, ~~Revolving~~plus ~~Credit~~an ~~Facility~~applicable asmargin. As of December 31, ~~2024 was $75~~2025,~~000~~ onthe aCompany ~~straight-line~~had ~~basis~~total ~~over~~variable ~~the~~interest ~~estimated~~rate ~~useful~~borrowings ~~lives~~ of ~~30 to 40 years for building and improvements~~$1, ~~three to ten years for equipment~~045,000 ~~the~~and ~~lesser~~no ofamounts ~~the~~outstanding ~~estimated~~under ~~useful life or~~ the ~~initial~~revolving ~~lease~~credit ~~term for leasehold improvements and five years for computer software~~portion. ~~Land~~Assuming isvariable ~~not~~rate ~~depreciated~~debt ~~and~~levels ~~construction~~remain inat ~~progress~~$1,045,000 isfor ~~not~~a ~~depreciated~~full ~~until~~year, ~~ready~~a ~~for~~150-basis ~~service.~~point ~~A hypothetical~~ increase in ~~our~~interest ~~Revolving~~rates ~~Credit~~on ~~Facility~~our ~~borrowing~~variable rate ofdebt ~~150 basis points~~ would ~~have~~increase ~~increased our annual~~ interest expense by approximately $115,~~627~~675 ~~and would have decreased our annual cash flow from operations by approximately $1,627~~annually.

Our finance lease obligations were $47,788 as of December 31, 2024. These finance lease obligations bear interest at a fixed rate. Accordingly, there is no exposure to market risk related to these obligations.

We are exposed to the effects of changes in the price and availability of fuel, as more fully discussed in Item 1A, “Risk Factors” - under the title “Volatility in fuel prices, shortages of fuel or the ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability.”

Item 8. Financial Statements and Supplementary Data

The response to this item is submitted as a separate section of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Disclosure Controls and Procedures

Our management, including our principal executive and principal financial officers, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2024~~2025. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in this ~~annual~~Annual ~~report~~Report on Form 10-K has been appropriately recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures ~~are~~were ~~not~~ effective as of December 31, ~~2024 due to the material weakness in internal control over financial reporting described below~~2025.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. However, our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected.

Notwithstanding the foregoing conclusion, and notwithstanding the material weakness in our internal control over financial reporting described below, management, including our Chief Executive Officer and Chief Financial Officer, believes the consolidated financial statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. Generally Accepted Accounting Principles.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance to management and the Board regarding the preparation and fair presentation of financial statements.

64Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the framework set forth by the Committee on Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (“2013 Framework”). Based on our assessment, management concluded that, as of December 31, 2025, the Company's internal control over financial reporting was effective.

~~Because~~The effectiveness of ~~its~~our ~~inherent limitations,~~ internal control over financial reporting ~~may~~as ~~not~~of ~~prevent~~December ~~or detect all misstatements. Therefore~~31, ~~even~~2025 ~~those~~has ~~systems~~been ~~determined~~audited toby beKPMG ~~effective~~LLP, ~~can~~an ~~provide~~independent ~~only~~registered ~~reasonable~~public ~~assurance~~accounting ~~with~~firm, ~~respect~~as tostated ~~financial~~in ~~statement~~their ~~preparation~~report, ~~and~~which ~~presentation~~appears herein.

~~Under~~Remediation ~~the supervision and with the participation~~ of ~~our~~Material management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making this assessment, management used the framework set forth by the Committee on Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (“2013 Framework”).Weakness

~~During~~As disclosed in Part II, Item 9A of our 2024 Form 10-K, we ~~acquired~~identified ~~Omni.~~a ~~Management's~~material ~~evaluation~~weakness ~~and~~as ~~conclusion~~of asDecember to31, ~~the~~2024, ~~effectiveness~~related ofto the design and operation of ~~the~~internal ~~Company's~~controls ~~internal~~pertaining ~~control~~to ~~over~~the ~~financial~~Omni ~~reporting~~business ascombination, ofrelated ~~the~~income ~~end~~taxes, ofand the ~~period~~Omni ~~covered~~impairment byprocess. ~~this~~During ~~report~~the ~~excludes~~year ~~any~~ended ~~evaluation~~December of31, 2025, we completed the ~~internal~~implementation ~~control~~of ~~over~~our ~~financial~~previously ~~reporting~~disclosed ofremediation ~~Omni.~~plan, ~~SEC~~which ~~guidance~~included ~~permits~~enhancing the ~~exclusion~~skill ofset anand ~~evaluation~~competencies of the ~~effectiveness~~accounting ofand ~~the~~finance ~~registrant's~~team ~~internal~~through ~~control~~new ~~over~~management ~~financial~~since ~~reporting~~the ~~for~~close anof ~~acquired~~the Omni business ~~during~~combination. These actions included the ~~first~~hiring ~~year~~of ~~following~~qualified ~~such~~internal ~~acquisition.~~tax ~~The~~expertise, ~~Omni~~the ~~business~~engagement ~~(excluding~~of ~~intangible~~qualified ~~assets~~external ~~and~~tax ~~goodwill)~~experts ~~constitutes~~to ~~approximately~~assist ~~19%~~with ofcomplex ~~total~~accounting ~~assets~~matters for taxes and ~~47%~~engaging ofqualified ~~net~~external ~~revenue~~subject ofmatter ~~the~~experts ~~consolidated~~on ~~financial~~a ~~statement~~timely ~~amounts~~basis. asThe ofenhanced internal and ~~for~~external ~~the~~expertise ~~year~~has ~~ended~~provided ~~December~~additional ~~31, 2024.~~

Through its assessment, management identified a material weakness in our internal control over financial reporting. As a result of the complexities of the acquisition structure of Omni, our controls were not sufficiently precise over the Omni business combination, related income taxes, and the Omni impairment process. Because of the material weakness, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2024. 57

~~The~~oversight ~~effectiveness~~and ofmore ~~our~~timely ~~internal~~and ~~control~~enhanced ~~over~~review ~~financial~~procedures ~~reporting~~for asnon-routine oftransactions. During the quarter ended December 31, ~~2024~~2025, ~~has~~we ~~been~~completed ~~audited~~our bytesting ~~Ernst~~of &the ~~Young~~design ~~LLP,~~and anoperating ~~independent~~effectiveness ~~registered~~of ~~public~~the ~~accounting~~implemented ~~firm,~~controls asand ~~stated~~found inthem ~~their~~to ~~report~~be effective. As a result, ~~which~~we ~~appears~~have ~~herein~~concluded the material weakness has been remediated as of December 31, 2025.

Ongoing Remediation Plan

Management is committed to remediating the material weakness in a timely manner. Actions and steps we have already taken include enhancing the skill set and competencies of the accounting and finance team through new management since the close of the Omni Acquisition. These actions include the hiring of qualified internal tax experts, the engagement of qualified external tax experts to assist with complex accounting matters for taxes, and we will engage qualified external subject matter experts on a timely basis as required in future transactions with significant complexity. We have and will continue to implement more timely and enhanced review procedures to strengthen our non-routine and income tax control activities with improved documentation and technical oversight.

Changes in Internal Control over Financial Reporting

~~There~~Except for the changes in connection with the implementation of the remediation plan discussed above and the implementation of internal control over financial reporting at Omni, there has been no ~~change~~changes in our internal control over financial reporting identified in connection with the evaluation required by ~~paragraph~~the ~~(d) of~~ Exchange Act Rules 13a-15(f) or 15d-15(f) that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Subsequent to the Omni Acquisition, we have begun integration and controls assessment activities. In accordance with the SEC’s published guidance, because we acquired these operations during the fiscal year, we excluded these operations from our efforts to comply with Section 404 Rules for fiscal 2024.

6558

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors ~~of Forward Air Corporation~~

~~Opinion~~Forward onAir ~~Internal Control over Financial Reporting~~Corporation:

WeOpinion ~~have audited Forward Air Corporation’s internal control over financial reporting as of December 31, 2024, based~~ on ~~criteria established in~~ Internal Control~~—Integrated~~ ~~Framework~~Over ~~issued~~Financial by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Forward Air Corporation (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.Reporting

AWe ~~material~~have ~~weakness~~audited isForward aAir ~~deficiency,~~Corporation orand ~~combination~~subsidiaries' of(the ~~deficiencies,~~Company) in internal control over financial reporting, ~~such~~as ~~that~~of ~~there~~December is31, a2025, ~~reasonable~~based ~~possibility~~on ~~that~~criteria aestablished ~~material~~in ~~misstatement~~Internal ofControl ~~the~~– ~~company’s~~Integrated ~~annual~~Framework or(2013) ~~interim~~issued ~~financial~~by ~~statements~~the ~~will~~Committee ~~not~~of beSponsoring ~~prevented~~Organizations orof ~~detected~~the onTreadway ~~a timely basis~~Commission. ~~The~~In ~~following~~our ~~material~~opinion, ~~weakness~~the ~~has~~Company ~~been~~maintained, ~~identified and included~~ in ~~management’s~~all ~~assessment. Management has identified a~~ material ~~weakness~~respects, ineffective ~~the Company’s~~ internal control over financial reporting as ~~the result~~ of ~~ineffective~~December ~~design~~31, ~~and~~2025, ~~operation~~based ofon ~~controls~~criteria ~~related~~established toin ~~the~~Internal ~~accounting~~Control ~~for~~– ~~the~~Integrated ~~Omni~~Framework ~~Newco LLC~~ (~~Omni~~2013) ~~business~~issued ~~combination~~by ~~within~~ the ~~following~~Committee ~~processes:~~of ~~(i)~~Sponsoring ~~initial~~Organizations ~~purchase~~of ~~accounting (ii) accounting for~~ the ~~related~~Treadway ~~income taxes, and (iii) accounting for impairment related to the Omni business~~Commission.

AsWe ~~indicated~~also inhave ~~the~~audited, ~~accompanying~~in ~~Management’s~~accordance ~~Report~~with onthe ~~Internal~~standards ~~Control~~of ~~over~~the ~~Financial~~Public ~~Reporting,~~Company ~~management’s~~Accounting ~~assessment~~Oversight ofBoard ~~and~~(United ~~conclusion~~States) on(PCAOB), the ~~effectiveness~~consolidated ofbalance ~~internal~~sheet ~~control~~of ~~over financial reporting did not include~~ the ~~internal~~Company ~~controls~~as of ~~Omni~~December 31, ~~which~~2025, ~~is included in~~ the ~~2024~~related consolidated ~~financial~~ statements of ~~the~~operations ~~Company~~ and ~~constituted~~comprehensive ~~19%~~(loss) ofincome, ~~total~~shareholders’ ~~assets as of December 31~~equity, ~~2024~~ and ~~47%~~cash offlows ~~revenues~~ for the year ~~then~~ ended. ~~Our~~December ~~audit~~31, of2025, ~~internal~~and ~~control~~the ~~over~~related ~~financial~~notes ~~reporting~~(collectively, of the ~~Company~~consolidated ~~also~~financial ~~did~~statements), ~~not~~and ~~include~~our anreport ~~evaluation~~dated ofMarch ~~the~~11, ~~internal~~2026 ~~control~~expressed ~~over~~an ~~financial~~unqualified ~~reporting~~opinion ofon ~~Omni~~those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive (loss) income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “financial statements”). This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 24, 2025 which expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

~~Our~~Definition ~~audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing~~ and ~~evaluating~~Limitations ~~the design and operating effectiveness~~ of ~~internal~~Internal ~~control~~Control ~~based~~Over onFinancial ~~the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.~~Reporting

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ~~Ernst~~KPMG ~~& Young~~ LLP ~~Atlanta~~Dallas, GATexas March 2411, ~~2025~~2026

6759

Item 9B. Other Information

During the quarter ended December 31, ~~2024~~2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading agreement” or “non-Rule 10b5-1 trading agreement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Information required by this item is incorporated herein by reference to our proxy statement for the ~~2025~~2026 Annual Meeting of Shareholders (the “~~2025~~2026 Proxy Statement”). The ~~2025~~2026 Proxy Statement will be filed with the SEC not later than 120 days subsequent to December 31, ~~2024~~2025.

Item 11. Executive Compensation

The information required by this item is incorporated herein by reference to the ~~2025~~2026 Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

The information required by this item is incorporated herein by reference to the ~~2025~~2026 Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the ~~2025~~2026 Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required by this item is incorporated herein by reference to the ~~2025~~2026 Proxy Statement.

Part IV

Item 15. Exhibits, Financial Statement Schedules

(a)(1) and (2) List of Financial Statements and Financial Statement Schedules.

The response to this portion of Item 15 is submitted as a separate section of this report.

(a)(3) List of Exhibits.

The response to this portion of Item 15 is submitted as a separate section of this report.

(b) Exhibits.

The response to this portion of Item 15 is submitted as a separate section of this report.

~~The~~All ~~response~~financial tostatement ~~this~~schedules ~~portion~~are ofomitted ~~Item~~because 15the required information is ~~submitted~~not asapplicable, aor ~~separate~~because ~~section~~the ofinformation ~~this~~required ~~report~~is included in the consolidated financial statements and notes thereto.

6860

EXHIBIT INDEX
No.		Exhibit
2.1		Agreement and Plan of Merger, dated as of August 10, 2023 by and among, among others, Forward Air Corporation and Omni Newco LLC (incorporated herein by reference to Exhibit 2.1 to the ~~registrant'~~Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2023).
2.2		Amendment No. 1 to the Original Merger Agreement, dated January 22, 2024, by and among Forward Air Corporation and Omni Newco, LLC (incorporated herein by reference to Exhibit 2.1 to the ~~registrant'~~Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2024).
3.1		Restated Charter of the registrant (incorporated herein by reference to Exhibit 3 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 28, 1999 (File No. 0-22490))
2.3		Plan of Merger, dated as of April 30, 2025, by and between Forward Air Corporation and FA-Delaware Corporation (incorporated herein by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
3.2		Amended and Restated Bylaws of the registrant (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023).
3.1		Amended and Restated Certificate of Incorporation of Forward Air Corporation (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on June 13, 2025).
3.3		Articles of Amendment to the Restated Charter of Forward Air Corporation (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
3.2		Bylaws of Forward Air Corporation (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B filed with the Securities and Exchange Commission on June 13, 2025).
4.1		~~Form~~Description of ~~Forward~~Capital ~~Air Corporation Common~~ Stock ~~Certificate~~ (incorporated herein by reference to Exhibit 4.1 to the ~~registrant~~Company’s ~~Quarterly~~Current Report on Form 108-QK12B ~~for the quarterly period ended September 30, 1998~~ filed with the Securities and Exchange Commission on ~~November~~June 1613, ~~1998 (File No. 0-22490~~2025)).
4.2	#	~~Description~~Indenture, dated as of ~~Capital~~October ~~Stock~~2, 2023, by and among Clue Opco LLC (as successor to GN Bondco, LLC), as issuer, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
4.3		First Supplemental Indenture, dated as of ~~October~~January 225, ~~2023~~2024, by and among Clue Opco LLC, (as ~~successor~~issuer, toForward GNAir ~~Bondco,~~Corporation ~~LLC)~~and the other guarantors party thereto, as ~~issuer~~guarantors, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to the ~~registrant'~~Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
4.4		First Supplemental Indenture, dated as of January 25, 2024, by and among Clue Opco LLC, as issuer, Forward Air Corporation and the other guarantors party thereto, as guarantors, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.1		Credit Agreement, dated as of December 19, 2023, by and among, GN Loanco, LLC, the other credit parties party thereto from time to time, Citibank, N.A. and the lenders and L/C issuers party thereto from time to time (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.1	*	Forward Air Corporation 2005 Employee Stock Purchase Plan (incorporated herein by reference to the registrant's Proxy Statement filed with the Securities and Exchange Commission on April 20, 2005 (File No. 0-22490))
10.2		Escrow Release Date Assumption and Joinder Agreement, dated as of January 25, 2024, among GN Loanco, LLC, Clue Opco LLC, Forward Air Corporation, the subsidiary guarantors party thereto and Citibank, N.A. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.2		Air Carrier Certificate, effective August 28, 2003 (incorporated herein by reference to Exhibit 10.5 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the Securities and Exchange Commission on March 11, 2004 (File No. 0-22490))
10.3		Escrow Release Date Incremental Revolving Amendment, dated as of January 25, 2024, among Clue Opco LLC, the credit parties party thereto from time to time, the lenders party thereto from time to time and Citibank, N.A. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.3		Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission on February 23, 2018 (File No. 0-22490))
10.4		Amendment No. 2, dated as of February 12, 2024, among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2024).
10.4	*	Forward Air Corporation Amended and Restated Stock Option and Incentive Plan, as further amended and restated on February 7, 2013 (incorporated herein by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2013 (File No. 0-22490))
10.5		Amendment No. 3, dated as of December 30, 2024, among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025).
10.5		First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016, filed with the Securities and Exchange Commission on April 27, 2016 (File No. 0-22490))
10.6	*	Forward Air Corporation 2005 Employee Stock Purchase Plan (incorporated herein by reference to the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 20, 2005).
10.6	*	Form of Nonqualified Stock Option Agreement under the registrant’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.44 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)
10.7	*	Forward Air Corporation Amended and Restated Stock Option and Incentive Plan, as further amended and restated on February 7, 2013 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2013).
10.7	*	Form of Performance Share Agreement under the registrant’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.45 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017)
10.8	*	First Amendment to the Forward Air Corporation Amended and Restated Stock Option and Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2016).
10.8	*	Form of Notice of Grant of Performance Shares under the registrant’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2017)
10.9	*	Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017).
10.9	*	Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017 (File No. 0-22490))
10.10	*	Amendment No. 1 to the Forward Air Corporation 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 20, 2024).
10.10	*	Amendment No. 1 to the 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Annex A in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 20, 2024).
10.11	*	Form of Nonqualified Stock Option Agreement under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017).
10.11	*	Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017 (File No. 02-22490))

10.12		Credit Agreement dated September 29, 2017 among Forward Air Corporation and Forward Air, Inc., as the borrowers, the subsidiaries of the borrowers identified therein as the guarantors, Bank of America, N.A., U.S. Bank National Association and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2017)
10.13		First Amendment dated April 16, 2020 to Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S. Bank National Association, as lender, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2020)
10.14		Second Amendment dated July 20, 2021 to Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S. Bank National Association, as lender and the other lenders part thereto (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 10, 2021)
10.15		Third Amendment, dated December 29, 2021, to the Credit Agreement dated September 29, 2017 by and among Forward Air Corporation and Forward Air, Inc., as borrowers, certain subsidiaries of the borrowers as guarantors, Bank of America, N.A., as administrative agent and lender, U.S. Bank National Association, as lender and the other lenders part thereto (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 5, 2022)
10.16	*	Employment Agreement, dated June 6, 2018, between Forward Air Corporation and Thomas Schmitt (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2018)
10.17	*	Restrictive Covenants Agreement, dated June 6, 2018, between Forward Air Corporation and Thomas Schmitt (incorporated herein by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2018)
10.18		Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019)
10.19		Form of Performance Share Agreement (EBITDA per Share) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the registrant's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019)
10.20		Rebecca J. Garbrick Offer Letter dated as of June 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 25, 2021 (File No. 0-22490))
10.21		Form of CEO Nonqualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.35 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)
10.22		Form of Non-Qualified Stock Option Agreement under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.36 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)
10.23		Form of Performance Share Agreement (Total Shareholder Return) under the registrant's 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.37 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)
10.24	*	Forward Air Corporation Executive Severance and Change in Control Plan Amended and Restated, effective as of October 25, 2021 (incorporated herein by reference to Exhibit 10.38 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022)
10.25		Equity Purchase Agreement, dated December 20, 2023 by and between Forward Air Corporation, Forward Air Final Mile, LLC, FFM, LLC, Forward Air, Inc., FAF, Inc., and Hub Group, Inc. (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023)
10.26		Credit Agreement, dated as of December 19, 2023, by and among, GN Loanco, LLC, the other credit parties party thereto from time to time, Citibank, N.A. and the lenders and L/C issuers party thereto from time to time (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.27		Escrow Release Date Assumption and Joinder Agreement, dated as of January 25, 2024, among GN Loanco, LLC, Clue Opco LLC, Forward Air Corporation, the subsidiary guarantors party thereto and Citibank, N.A. (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.28		Escrow Release Date Incremental Revolving Amendment, dated as of January 25, 2024, among Clue Opco LLC, the credit parties party thereto from time to time, the lenders party thereto from time to time and Citibank, N.A. (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).

10.29		Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, REP Omni Holdings, L.P. and the other parties thereto (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.12	*	Form of Performance Share Agreement under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 22, 2017).
10.30		Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, EVE Omni Investor, LLC and Omni Investor Holdings, LLC and the other parties thereto (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.13	*	Form of Notice of Grant of Performance Shares under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2017).
10.31		Investor Rights Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, REP Omni Holdings, L.P. and Omni Investor Holdings L.P. (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.14	*	Form of Performance Share Agreement (Total Shareholder Return) under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019).
10.32		Tax Receivable Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, Central States Logistics, Inc., Clue Opco LLC and the members from time to time party thereto (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.15	*	Form of Performance Share Agreement (EBITDA per Share) under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 25, 2019).
10.33		Amendment No. 2, dated as of February 12, 2024, among Clue Opco LLC, the revolving lenders party thereto and Citibank, N.A. (incorporated herein by reference to the registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2024).
10.16	*	Form of CEO Nonqualified Stock Option Agreement under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).
10.34	*	Release and Separation Agreement, by and between the registrant and Thomas Schmitt, dated March 19, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)
10.17	*	Form of Non-Qualified Stock Option Agreement under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).
10.35	*	Shawn Stewart Employment Agreement dated as of April 28, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)
10.18	*	Form of Performance Share Agreement (Total Shareholder Return) under the Company’s 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).
10.36	*	Participation and Restrictive Covenants Agreement, by and between the registrant and Shawn Stewart, dated April 22, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)
10.19	*	Form of Restricted Share Retention Award Agreement under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
10.37		Term Sheet for Opco LLC Agreement (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and filed with the Securities and Exchange Commission on May 15, 2024)
10.20	*†	Form of Employee Restricted Share Award Agreement under the Company’s 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025).
10.38	*	Consulting Agreement, by and between the Company and Mr. Pierson, dated May 20, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 21, 2024).
10.21	*	Forward Air Corporation 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
10.39	*	James Faught Offer Letter, dated as of June 11, 2024 (incorporated herein by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.22	*	Form of Employee Performance Restricted Share Award Agreement under the Company’s 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
10.40	*	Jamie Pierson Offer Letter, dated as of July 3, 2024 (incorporated herein by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.23	*	Form of Performance Share Agreement (Total Shareholder Return) under the Company’s 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
10.41	*	Participation and Restrictive Covenants Agreement, by and between the registrant and Jamie Pierson, dated July 3, 2024 (incorporated herein by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.24	*†	Form of Employee Restricted Share Agreement under the Company’s 2025 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
10.42		Form of Non-Employee Director Annual Compensation Agreements (incorporated herein by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.25	*	Amended and Restated Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 27, 2017).
10.43	*	Form of Restricted Share Retention Award Agreement under the registrant's 2016 Omnibus Compensation Plan (incorporated herein by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.26	*	Forward Air Corporation 2025 Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
10.44	*	Form of Enhanced Severance Program (incorporated herein by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.27	*	Form of Non-Employee Director Restricted Stock Agreement under the Company’s 2025 Non-Employee Director Stock Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025).
10.45	*	Form of Executive Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 9, 2024).
10.28	*	Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan, effective as of October 25, 2021 (incorporated herein by reference to Exhibit 10.38 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022).
10.46	#	Separation and General Release Agreement between Kyle Mitchin and Forward Air Corporation
10.29	*	First Amendment to the Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan, dated as of January 14, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 21, 2025).
10.47	#	Separation and General Release Agreement between Chris Ruble and Forward Air Corporation
10.30	*	Form of Enhanced Severance Program (incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
19.1	#	Insider Trading Policy
10.31	*	Form of Executive Retention Bonus Agreement (incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
21.1	#	Subsidiaries of the registrant
10.32	*†	Forward Air Corporation Executive Leadership Team Transaction Bonus Program (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025).

23.1	#	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
31.1	#	Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
31.2	#	Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
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.
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101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
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104		Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).

*Denotes a management contract or compensatory plan or arrangement.


10.33	*	Shawn Stewart Employment Agreement dated as of April 28, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024).
10.34	*	Participation and Restrictive Covenants Agreement, by and between the Company and Shawn Stewart, dated April 22, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024).
10.35	*	Jamie Pierson Offer Letter, dated as of July 3, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
10.36	*	Participation and Restrictive Covenants Agreement, by and between the Company and Jamie Pierson, dated July 3, 2024 (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
10.37	*	James Faught Offer Letter, dated as of June 11, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
10.38	*†	Jerome Lorrain Offer Letter, dated July 11, 2025 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2025).
10.39	*	Separation and General Release Agreement, dated November 22, 2024, by and between the Company and Kyle Mitchin (incorporated herein by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025).
10.40	*	Separation and General Release Agreement, dated December 7, 2024, by and between the Company and Chris Ruble (incorporated herein by reference to Exhibit 10.47 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025).
10.41	*†	Separation and General Release Agreement, dated February 3, 2025, by and between the Company and Rebecca Garbrick (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2025).
10.42		Equity Purchase Agreement, dated December 20, 2023 by and between Forward Air Corporation, Forward Air Final Mile, LLC, FFM, LLC, Forward Air, Inc., FAF, Inc., and Hub Group, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 27, 2023).
10.43		Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, REP Omni Holdings, L.P. and the other parties thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.44		Shareholder Agreement, dated as of January 25, 2024, by and among, Forward Air Corporation, EVE Omni Investor, LLC and Omni Investor Holdings, LLC and the other parties thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.45		Investor Rights Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, REP Omni Holdings, L.P. and Omni Investor Holdings L.P. (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.46		Tax Receivable Agreement, dated as of January 25, 2024, by and among Forward Air Corporation, Central States Logistics, Inc., Clue Opco LLC and the members from time to time party thereto (incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 31, 2024).
10.47		Form of Director Indemnification Agreement (incorporated herein by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2018).
10.48		Form of Non-Employee Director Annual Compensation Agreements (incorporated herein by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2024).
16.1		Letter from Ernst & Young LLP, dated March 27, 2025 (incorporated herein by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2025).
19.1		Insider Trading Policy (incorporated herein by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 24, 2025).
21.1	#	Subsidiaries of the Company
23.1	#	Consent of KPMG, LLP, Independent Registered Public Accounting Firm
23.2	#	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
31.1	#	Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
31.2	#	Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))


32.1	%	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	%	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1		Dodd-Frank Executive Officer Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on May 17, 2024 ).
101.INS		The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
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104		Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).

*Denotes a management contract or compensatory plan or arrangement

† Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit

# Filed herewith

% Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Forward Air Corporation

Date:

March 2411, ~~2025~~2026

By:

/s/ Jamie Pierson

Jamie Pierson

Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Shawn Stewart

President and Chief Executive Officer

March 2411, ~~2025~~2026

Shawn Stewart

(Principal Executive Officer)

/s/ Jamie Pierson

Chief Financial Officer

March 2411, ~~2025~~2026

Jamie Pierson

(Principal Financial Officer)

/s/ James Faught

Chief Accounting Officer

March 2411, ~~2025~~2026

James Faught

(Principal Accounting Officer)

/s/ George Mayes

Chairman and Director

March 24, 2025

/s/ Charles Anderson

Director

March 11, 2026

George Mayes

/s/ Ana B. Amicarella

Director

March 24, 2025

Ana B. Amicarella

/s/ Charles Anderson

Director

March 24, 2025

Charles Anderson

/s/ Valerie Bonebrake

Director

March 24, 2025

/s/ Dale W. Boyles

Director

March 11, 2026

Valerie Bonebrake

/s/ Dale W. Boyles

Director

March 24, 2025

Dale W. Boyles

/s/ Robert Edwards, Jr.

Director

March 2411, ~~2025~~2026

Robert Edwards, Jr.

/s/ Christine Gorjanc

Director

March 2411, ~~2025~~2026

Christine Gorjanc

/s/ Michael Hodge

Director

March 24, 2025

/s/ Jérôme Lorrain

Executive Chairman and Director

March 11, 2026

Michael Hodge

Jérôme Lorrain

/s/ Jerome Lorrain

Director

March 24, 2025

/s/ Paul Svindland

Director

March 11, 2026

Jerome Lorrain

Paul Svindland

/s/ Javier Polit

Director

March 24, 2025

Javier Polit

/s/ Laurie A. Tucker

Director

March 24, 2025

Laurie A. Tucker

Annual Report on Form 10-K

Item 8, Item 15(a)(1) and (2), (a)(3), (b) and (c)

List of Financial Statements ~~and Financial Statement Schedule~~

Financial Statements ~~and Supplementary Data~~

Certain Exhibits

~~Financial~~Year ~~Statement~~Ended ~~Schedule~~December 31, 2025

Year Ended December 31, 2024

Forward Air Corporation

~~Greeneville~~Dallas, ~~Tennessee~~TX

F-1

Forward Air Corporation

Form 10-K — Item 8 and Item 15(a)(1) and (2)

Index to Financial Statements ~~and Financial Statement Schedule~~

The following consolidated financial statements of Forward Air Corporation are included as a separate section of this report:

			Page No.
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)			F-3
Report of KPMG LLP, Independent Registered Public Accounting Firm (PCAOB ID: 185)			F-3
Consolidated Balance Sheets — December 31, 2024 and 2023			F-6
Report of Ernst & Young LLP, Independent Registered Public Accounting Firm (PCAOB ID: 42)			F-5
Consolidated Statements of Comprehensive (Loss) Income — Years Ended December 31, 2024, 2023 and 2022			F-7
Consolidated Balance Sheets — December 31, 2025 and 2024			F-6
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2024, 2023 and 2022			F-8
Consolidated Statements of Operations and Comprehensive (Loss) Income — Years Ended December 31, 2025, 2024 and 2023			F-7
Consolidated Statements of Cash Flows — Years Ended December 31, 2024, 2023 and 2022			F-9
Consolidated Statements of Shareholders’ Equity — Years Ended December 31, 2025, 2024 and 2023			F-8
Notes to Consolidated Financial Statements — December 31, 2024			F-11
Consolidated Statements of Cash Flows — Years Ended December 31, 2025, 2024 and 2023			F-9
Notes to Consolidated Financial Statements — December 31, 2025			F-11

The following financial statement schedule of Forward Air Corporation is included as a separate section of this report.

Schedule II - Valuation and Qualifying Accounts S-1

All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted.

F-2

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Forward Air Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Forward Air Corporation and subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 11, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment of the Omni reporting unit

As discussed in Note 1 to the consolidated financial statements, the goodwill balance as of December 31, 2025 was $522,712 thousand, including $244,006 thousand for the Omni reporting unit. The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that the fair value of a reporting unit may be below its carrying value. The Company estimates the fair value of each reporting unit using a combination of the discounted cash flow (“DCF”) and market approach. Under the DCF approach, fair value is estimated using a reporting unit’s estimated cash flows, discounted at the weighted average cost of capital of a hypothetical third-party buyer. During the year ended December 31, 2025, the Company did not recognize a goodwill impairment charge.

We identified the evaluation of the goodwill impairment assessment of the Omni reporting unit as a critical audit matter. Specifically, subjective auditor judgment was required to evaluate the discount rate, because of the need to involve professionals with specialized skills and knowledge.

F-3

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including a control related to the development of the discount rate. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used by management by comparing it to an independently developed discount rate range based on publicly available market data for comparable companies.

/s/KPMG LLP

We have served as the Company’s auditor since 2025.

Dallas, Texas

March 11, 2026

F-4

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Forward Air Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheets~~sheet of Forward Air Corporation (the Company) as of December 31, 2024 ~~and 2023~~, the related consolidated statements of operations and comprehensive (loss) income, shareholders' equity, and cash flows for each of the ~~three~~two years in the period ended December 31, 2024, and the related notes ~~and financial statement schedule listed in the Index at Item 15~~(~~a) (~~collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 ~~and 2023~~, and the results of its operations and its cash flows for each of the ~~three~~two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 24, 2025 expressed an adverse opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for the Omni Newco LLC (Omni) Acquisition Customer Relationships Description of the Matter During 2024, the Company completed its acquisition of Omni for total consideration of $2.3 billion as disclosed in Note 3 to the consolidated financial statements. The transaction was accounted for as a business combination. The consideration paid in the acquisition must be allocated to the acquired assets and liabilities assumed generally based on their fair value with the excess of the purchase price over those fair values allocated to goodwill.Auditing the Company’s accounting for its acquisition of Omni was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the identified customer relationships, which totaled $903.8 million. The significant estimation uncertainty was primarily due to the sensitivity of fair value to the significant underlying assumptions. The significant assumptions used to estimate the value of the customer relationships are forecasted results (i.e., revenue, revenue growth and EBITDA margin), attrition rate, and discount rate. These significant assumptions include forward-looking considerations and were based on expectations of future economic and market conditions.

F-3

How We Addressed the Matter in Our Audit

To test the estimated fair value of the acquired customer relationships, we performed audit procedures that included, among others, evaluating the selection of the valuation methodology used, evaluating the significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We also involved our valuation specialists to assist with our evaluation of the methodology used by the company and significant assumptions used in the fair value estimates.

Goodwill Impairment Assessment of the Omni Logistics Reporting Unit

Description of the Matter

As more fully described in Note 1 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. As of December 31, 2024, the Company’s goodwill balances totaled $522.7 million of which $244.0 million related to the Omni Logistics reporting unit. The Company recorded total impairment of $1.03 billion related to the Omni Logistics reporting unit in 2024 based on both a discounted cash flow model and guideline public company approach to calculating fair value, with the estimated fair value less than carrying value. Auditing management’s goodwill impairment test of the Omni Logistics reporting unit involved especially subjective judgements due to the significant estimation required in determining the fair value of the reporting unit. In particular, the estimates of the fair value of the Company’s reporting unit were sensitive to assumptions such as the discount rate and expected future projected financial information (i.e., revenue, revenue growth, and EBITDA margin), which are affected by expectations about future market and economic conditions.

How We Addressed the Matter in Our Audit

To test the estimated fair value of the Company’s reporting unit, our audit procedures included, among others, assessing the valuation methodology and the underlying data used by the Company in its analysis, including testing the significant assumptions discussed above. We compared the significant assumptions used by management to current industry and economic trends and other relevant factors. We also evaluated the reasonableness of the guidelines public companies used to develop the fair value estimate of the Omni Logistics reporting unit. We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the reporting unit. We also tested the reconciliation of the aggregate estimated fair value of all the Company’s reporting units to the market capitalization of the Company.

F-4

Self-Insurance Loss Reserves

Description of the Matter

The liability for self-insurance loss reserves totaled $65.1 million at December 31, 2024 which includes self-insurance reserves for vehicle liability claims. The long-term portion of this liability was included in “Other long-term liabilities,” and the remainder was included in “Accrued expenses” on the Company’s Consolidated Balance Sheet. As more fully described in Note 1 to the consolidated financial statements, the self-insurance reserves include estimates for both known claims and future claims development and are based on company-specific and industry data, as well as general economic information.Auditing the Company’s self-insurance reserves for vehicle liability claims was complex, highly subjective and required significant judgment due to the actuarial techniques and significant assumptions used. The Company utilizes actuarial analyses to evaluate open claims and estimate the ongoing development exposure. The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and the expected costs to settle unpaid claims.

How We Addressed the Matter in Our Audit

We tested internal controls over management’s review of the completeness and accuracy of data inputs used in the actuarial analysis and review of the actuarial assumptions and reserve calculations.To test the self-insurance loss reserves for vehicle liability claims, our audit procedures included, among others, evaluating the methodologies used and the significant actuarial assumptions discussed above, as well as performing substantive procedures over underlying data and calculations used in the analyses. We tested claims data by agreeing the data to supporting source documentation and payment information. We evaluated whether changes to the reserves for known claims were being recognized timely based on the underlying available data and current estimates. We involved actuarial specialists to assist in our evaluation of the actuarial methodologies used as well as to independently calculate a range of reserve estimates for comparison to the recorded reserves.

/s/ Ernst & Young LLP

We ~~have~~ served as the Company’s auditor ~~since~~from 1991 to 2025.

Atlanta, GA

March 24, 2025

F-5

Forward Air Corporation
Consolidated Balance Sheets
(In thousands, except share data)
	December 31, 2024		December 31, 2023
	December 31, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	~~104~~105,~~903~~996	$	~~121~~104,~~969~~903
Restricted cash equivalents	363		39,604
Restricted cash and restricted cash equivalents	—		363
Accounts receivable, less allowance of $3,269 in 2024 and $2,206 in 2023	322,291		153,267
Accounts receivable, less allowance of $3,749 in 2025 and $3,269 in 2024	343,559		322,291
Other receivables	~~205~~6,147		~~5,408~~205
Prepaid expenses	2928,~~053~~045		2529,~~682~~053
Other current assets	1537,~~685~~254		115,~~098~~685
Total current assets	~~472~~521,~~500~~001		~~347~~472,~~028~~500
Noncurrent restricted cash equivalents	—		1,790,500
Property and equipment, net of accumulated depreciation and amortization of $340,021 in 2025 and $292,855 in 2024	297,882		326,188
Property and equipment, net of accumulated depreciation and amortization of $292,855 in 2024 and $250,185 in 2023	326,188		258,095
Operating lease right-of-use assets	412,535		410,084
Operating lease right-of-use assets	410,084		111,552
Goodwill	522,712		522,712
Goodwill	522,712		278,706
Other acquired intangibles, net of accumulated amortization of $301,453 in 2025 and $212,905 in 2024	906,791		999,216
Other acquired intangibles, net of accumulated amortization of $212,905 in 2024 and $127,032 in 2023	999,216		134,789
Other long-term assets	58,023		71,941
Other assets	71,941		58,863
Total assets	$	2,718,944	$	2,802,641
Total assets	$	2,802,641	$	2,979,533
Liabilities and Shareholders' Equity
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	~~105~~121,~~692~~752	$	45105,~~430~~692
Accrued expenses	~~119~~114,~~836~~422		62119,~~948~~836
Other current liabilities	4569,~~148~~130		7145,~~727~~148
Current portion of debt and finance lease obligations	16,930		12,645
Current portion of finance lease obligations	15,995		16,930
Current portion of operating lease liabilities	96107,~~440~~026		4496,~~344~~440
Total current liabilities	~~384~~428,~~046~~325		~~237~~384,~~094~~046
Non-current liabilities:
Finance lease obligations, less current portion	22,387		30,858
Finance lease obligations, less current portion	30,858		26,736
Long-term debt	1,687,248		1,675,930
Long-term debt, less current portion and debt issuance costs	1,675,930		—
Liability under tax receivable agreement	11,548		13,295
Long-term debt held in escrow	—		1,790,500
Operating lease liabilities, less current portion	327,011		325,640
Liability from tax receivable agreement	13,295		—
Other long-term liabilities	53,540		48,835
Operating lease liabilities, less current portion	325,640		71,598
Deferred income taxes	27,221		38,169
Other long-term liabilities	48,835		47,144
Shareholders' equity:
Deferred income taxes	38,169		42,200
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2025 and 2024	—		—
Total non-current liabilities	2,132,727		1,978,178
Series B preferred stock, $0.01 par value: Authorized shares - 15,000; issued and outstanding shares - 8,760 in 2025 and 10,088 in 2024	—		—
Shareholders’ equity:
Common stock, $0.01 par value: Authorized shares 50,000,000; issued and outstanding shares - 31,326,561 in 2025 and 29,761,197 in 2024	313		298
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding in 2024 and 2023	—		—
Additional paid-in capital	559,551		542,392
Preferred stock, Class B, $0.01 par value: Authorized shares - 15,000; issued and outstanding shares - 10,088 in 2024 and none in 2023	—		—
Accumulated deficit	(447,100)		(338,230)
Common stock, $0.01 par value: Authorized shares - 50,699,707; issued and outstanding shares - 29,761,197 in 2024 and 25,670,663 in 2023	298		257
Accumulated other comprehensive income (loss)	580		(2,732)
Additional paid-in capital	542,392		283,684
Total Forward Air shareholders' equity	113,344		201,728
Retained (deficit) earnings	(338,230)		480,320
Noncontrolling interest	48,320		84,140
Accumulated other comprehensive loss	(2,732)		—
Total shareholders' equity	161,664		285,868
Total Forward Air shareholders equity	201,728		764,261
Total liabilities and shareholders' equity	$	2,718,944	$	2,802,641
Noncontrolling interest	84,140		—
Total shareholders’ equity	285,868		764,261
Total liabilities and shareholders’ equity	$	2,802,641	$	2,979,533

The accompanying notes are an integral part of the consolidated financial statements.

F-6

Forward Air Corporation
Consolidated Statements of Comprehensive (Loss) Income
Consolidated Statements of Operations and Comprehensive (Loss) Income
(In thousands, except per share data)
	Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
	December 31, 2025		December 31, 2024		December 31, 2023
Operating revenue	$	2,~~474~~495,~~262~~118	$	12,~~370~~474,~~735~~262	$	1,~~679~~370,~~634~~735
Operating expenses:
Purchased transportation	1,~~250~~244,~~570~~471		~~586~~1,~~195~~250,570		~~730~~586,~~412~~195
Salaries, wages and employee benefits	536,406		287,566		302,759
Salaries, wages, and employee benefits	535,681		536,406		287,566
Operating leases	~~182~~204,~~197~~029		87182,~~413~~197		8587,~~290~~413
Depreciation and amortization	~~143~~152,~~978~~638		57143,~~405~~978		4257,~~552~~405
Insurance and claims	6458,~~682~~970		5064,~~133~~682		4750,~~478~~133
Fuel expense	2120,~~460~~122		2221,~~004~~460		2622,~~956~~004
Other operating expenses	~~309~~242,~~508~~783		~~191~~309,~~809~~508		~~196~~191,~~596~~809
Impairment of goodwill	~~1,028,397~~—		—1,028,397		—
Total operating expenses	32,~~537~~458,~~198~~694		13,~~282~~537,~~525~~198		1,~~432~~282,~~043~~525
Income (loss) from continuing operations	(1,062,936)		88,210		247,591
Income (loss) from operations	36,424		(1,062,936)		88,210
Other expense:
Other income and expense:
Interest expense, net	(~~189~~180,~~215~~747)		(31189,~~571~~215)		(531,~~138~~571)
Foreign exchange gain	1,093		—		—
Foreign exchange (loss) gain	(5,892)		1,093		—
Other income, net	13,~~226~~018		—1,226		—
Total other expense	(~~186~~183,~~896~~621)		(31186,~~571~~896)		(531,~~138~~571)
Income (loss) before income taxes	(1,249,832)		56,639		242,453
Income (loss) from continuing operations before income taxes	(147,197)		(1,249,832)		56,639
Income tax (benefit) expense	(124,991)		13,836		63,039
Income tax expense (benefit)	(5,472)		(124,991)		13,836
Net income (loss) from continuing operations	(1,124,841)		42,803		179,414
Income (loss) from continuing operations	(141,725)		(1,124,841)		42,803
Income (loss) from discontinued operations, net of tax	(6,387)		124,548		13,777
Income (loss) from discontinued operation, net of tax	—		(6,387)		124,548
Net (loss) income	$	(1141,~~131,228~~725)	$	~~167~~(1,~~351~~131,228)	$	~~193~~167,~~191~~351
Net (loss) attributable to noncontrolling interest	(~~314~~33,~~259~~929)		—(314,259)		—
Net (loss) income attributable to Forward Air	$	(~~816~~107,~~969~~796)	$	~~167~~(816,~~351~~969)	$	~~193~~167,~~191~~351
Basic net income (loss) per share:
Basic and diluted (loss) income per share attributable to Forward Air:
Continuing operations	$	(303.4051)	$	1(30.6440)	$	61.6664
Discontinued operations	(0.23)		4.78		0.51
Discontinued operation	—		(0.23)		4.78
Net income per basic share	$	(30.63)	$	6.42	$	7.17
Net (loss) income per basic share1	$	(3.51)	$	(30.63)	$	6.42
Diluted net income (loss) per share:
Diluted net (loss) income per share:
Continuing operations	$	(303.4051)	$	1(30.6440)	$	61.6364
Discontinued operations	~~(0.23)~~—		4(0.7723)		04.5177
Net income per diluted share1	$	(30.63)	$	6.40	$	7.14
Net (loss) income per diluted share1	$	(3.51)	$	(30.63)	$	6.40
Dividends per share:	$	—	$	~~0.96~~—	$	0.96
Net (loss) income	$	(1141,~~131,228~~725)	$	~~167~~(1,~~351~~131,228)	$	~~193~~167,~~191~~351
Other comprehensive (loss) income:
Other comprehensive income (loss):
Foreign currency translation adjustments	(24,~~732)~~320		—(2,732)		—
Comprehensive (loss) income	(1,133,960)		167,351		193,191
Comprehensive income (loss)	(137,405)		(1,133,960)		167,351
Comprehensive loss attributable to noncontrolling interest	(314,259)		—		—
Comprehensive income (loss) attributable to noncontrolling interest	(32,921)		(314,259)		—
Comprehensive (loss) income attributable to Forward Air	$	(819,701)	$	167,351	$	193,191
Comprehensive income (loss) attributable to Forward Air	$	(104,484)	$	(819,701)	$	167,351

1 Rounding may impact summation of amounts.

The accompanying notes are an integral part of the consolidated financial statements.

F-7

Forward Air Corporation
Consolidated Statements of Shareholders' Equity
(In thousands)
	Common Stock			Preferred Stock - Class B Amount			Preferred Stock - Class C Amount			Additional Paid-inCapital		Accumulated Other Comprehensive Income (Loss)		Retained (Deficit) Earnings			Non-controlling Interest		TotalShareholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2021	26,969	$	270	—	$	—	—	$	—	$	258,474	$	—	$	334,910		$	—	$	593,654
Net income	—	—		—	—		—	—		—		—		193,191			—		193,191
Stock options exercised	3	—		—	—		—	—		206		—		—			—		206
Common stock issued under employee stock purchase plan	10	—		—	—		—	—		783		—		—			—		783
Share-based compensation expense	—	—		—	—		—	—		11,376		—		—			—		11,376
Payment of dividends to shareholders	—	—		—	—		—	—		17		—		(25,882)			—		(25,865)
Payment of minimum tax withholdings on share-based awards	(31)	—		—	—		—	—		—		—		(3,330)			—		(3,330)
Repurchases and retirement of common stock	(600)	(6)		—	—		—	—		—		—		(62,765)			—		(62,771)
Issuance of share-based awards	111	1		—	—		—	—		(1)		—		—			—		—
Balance at December 31, 2022	26,462	$	265	—	$	—	—	$	—	$	270,855	$	—	$	436,124		$	—	$	707,244
Net income	—	—		—	—		—	—		—		—		167,351			—		167,351
Common stock issued under employee stock purchase plan	11	—		—	—		—	—		800		—		—			—		800
Share-based compensation expense	—	—		—	—		—	—		12,012		—		—			—		12,012
Payment of dividends to shareholders	—	—		—	—		—	—		18		—		(25,013)			—		(24,995)
Payment of minimum tax withholdings on share-based awards	(40)	—		—	—		—	—		—		—		(4,340)			—		(4,340)
Repurchases and retirement of common stock	(883)	(9)		—	—		—	—		—		—		(93,802)			—		(93,811)
Issuance of share-based awards	121	1		—	—		—	—		(1)		—		—			—		—
Balance at December 31, 2023	25,671	$	257	—	$	—	—	$	—	$	283,684	$	—	$	480,320		$	—	$	764,261
Net loss	—	—		—	—		—	—		—		—		(816,969)			(314,259)		(1,131,228)
Foreign currency translation adjustments	—	—		—	—		—	—		—		(2,732)		—			—		(2,732)
Shares issued - acquisition	700	7		4	—		—	—		205,510		—		—			411,611		617,128
Share-based compensation expense	—	—		—	—		—	—		10,188		—		—			—		10,188
Payment of minimum tax withholdings on share-based awards	(43)	—		—	—		—	—		—		—		(1,442)			—		(1,442)
Issuance of share-based awards	170	2		—	—		—	—		(2)		—		—			—		—
Common stock issued under employee stock purchase plan	44	—		—	—		—	—		753		—		—			—		753
Conversion of preferred C series	1,210	12		8	—		—	—		(12)		—		—			—		—
Tax receivable agreement liability and other adjustment	—	—		—	—		—	—		(25)		—		(139)			—		(164)
Series B - Conversions and other	2,009	20		(2)	—		—	—		42,296		—		—			(13,212)		29,104
Balance at December 31, 2024	29,761	$	298	10	$	—	—	$	—	$	542,392	$	(2,732)	$	(338,230)		$	84,140	$	285,868
Net loss	—	$	—	—	$	—	—	$	—	$	—	$	—	(107,796)			(33,929)		(141,725)
Foreign currency translation adjustments	—	—		—	—		—	—		—		3,312		—		—	1,008		4,320
Share-based compensation expense	—	—		—	—		—	—		13,429		—		—			—		13,429
Payment of minimum tax withholdings on share-based awards	(38)	—		—	—		—	—		—		—		(1,074)			—		(1,074)
Issuance of share-based awards	242	2		—	—		—	—		(2)		—		—			—		—
Common stock issued under employee stock purchase plan	34	—		—	—		—	—		846		—		—			—		846
Series B - Conversions	1,328	13		(1)	—		—	—		2,886		—		—			(2,899)		—
Balance at December 31, 2025	31,327	$	313	9	$	—	—	$	—	$	559,551	$	580	$	(447,100)		$	48,320	$	161,664

The accompanying notes are an integral part of the consolidated financial statements.

F-8

Forward Air Corporation
Consolidated Statements of Cash Flows
(In thousands)
	Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
	December 31, 2025		December 31, 2024		December 31, 2023
Operating activities:
Net income (loss) from continuing operations	$	(1141,~~124,841~~725)	$	42(1,~~803~~124,841)	$	~~179~~42,~~414~~803
Adjustments to reconcile net income (loss) of continuing operations to net cash provided by operating activities of continuing operations:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	~~143~~152,~~978~~638		57143,~~405~~978		4257,~~552~~405
Impairment of goodwill	~~1,028,397~~—		—1,028,397		—
Change in fair value of earn-out liability	—		—		(294)
Share-based compensation expense	13,429		10,188		11,495
Share-based compensation expense	10,188		11,495		10,661
Provision for revenue adjustments	3,249		3,635		5,091
Provision for revenue adjustments	3,635		5,091		6,426
Deferred income tax benefit	(10,948)		(133,510)		(8,893)
Deferred income tax expense (benefit)	(133,510)		(8,893)		7,686
Impairment of abandoned software project costs	19,765		—		—
Other	1411,~~917~~504		(114,~~180)~~917		(1,~~279~~180)
Changes in operating assets and liabilities, net of effects from the purchase of acquired companies:
Accounts receivable	9(18,~~546~~005)		309,~~555~~546		(230,~~588)~~555
Other receivables	9(7,~~677~~365)		(59,~~408)~~677		8(5,~~097~~408)
Other current and noncurrent assets	(1524,~~085~~422)		30(15,~~683~~085)		~~(13~~30,~~280)~~683
Accounts payable and accrued expenses	(15,917)		36,661		12,766
Accounts payable, accrued expenses and other liabilities	46,264		(15,917)		36,661
Net cash (used in) provided by operating activities of continuing operations	(69,015)		199,212		250,161
Net cash provided by (used in) operating activities of continuing operations	44,384		(69,015)		199,212
Investing activities:
Proceeds from sale of property and equipment	52,~~137~~204		35,~~741~~137		23,~~372~~741
Purchases of property and equipment	(3729,~~060~~116)		(3037,~~725~~060)		(3930,~~254~~725)
Purchase of businesses, net of cash acquired	~~(1,576,219)~~—		(561,~~703~~576,219)		(6656,~~105~~703)
Other	~~(444)~~—		—(444)		—
Net cash used in investing activities of continuing operations	(126,~~608,586~~912)		(831,~~687~~608,586)		(~~102~~83,~~987~~687)
Financing activities:
Repayments of finance lease obligations	(1817,~~425~~305)		(918,~~500~~425)		(69,~~108~~500)
Proceeds from credit facility	75110,000		7075,000		—70,000
Payments on credit facility	(~~155~~110,000)		(~~178~~155,~~500~~000)		(49178,~~000~~500)
Proceeds from long-term debt held in escrow	—		~~1,790,500~~—		—1,790,500
Payment of debt issuance costs	~~(52,471)~~—		—(52,471)		—
Proceeds from issuance of common stock upon stock option exercises	—		—		206
Payment of earn-out liability	—		(12,247)		—
Payment of earn-out liability	(12,247)		—		(91)
Payments of dividends to shareholders	—		—		(24,995)
Payments of dividends to shareholders	—		(24,995)		(25,865)
Repurchases and retirement of common stock	—		—		(93,811)
Repurchases and retirement of common stock	—		(93,811)		(62,771)
Proceeds from common stock issued under employee stock purchase plan	846		753		800
Proceeds from common stock issued under employee stock purchase plan	753		800		783
Payment of minimum tax withholdings on share-based awards	(1,074)		(1,442)		(4,340)
Payment of minimum tax withholdings on share-based awards	(1,442)		(4,340)		(3,330)
Contributions from subsidiary held for sale	—		—		240,572
Contributions from subsidiary held for sale	—		240,572		7,508
Net cash provided by (used in) financing activities of continuing operations	(17,533)		(163,832)		1,790,726
Net cash provided by (used in) financing activities of continuing operations	(163,832)		1,790,726		(138,668)
Effect of exchange rate changes on cash	791		1,013		—
Effect of exchange rate changes on cash	1,013		—		—
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents from continuing operations	730		(1,840,420)		1,906,251
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents from continuing operations	(1,840,420)		1,906,251		8,506

F-9

Forward Air Corporation
Consolidated Statements of Cash Flows
(In thousands)
	Year Ended
	December 31, 2024		December 31, 2023		December 31, 2022
	December 31, 2025		December 31, 2024		December 31, 2023
Cash from discontinued operation:
Net (used in) cash provided by operating activities of discontinued operations	(6,387)		(17,824)		8,929
Net cash used in operating activities of discontinued operations	—		(6,387)		(17,824)
Net cash provided by (used in) investing activities of discontinued operations	—		258,525		(1,475)
Net cash provided by investing activities of discontinued operations	—		—		258,525
Net cash used in financing activities of discontinued operations	—		~~(240,701)~~—		(7240,~~454~~701)
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents	(1,846,807)		1,906,251		8,506
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents	730		(1,846,807)		1,906,251
Cash, cash equivalents, and restricted cash equivalents at beginning of period of continuing operations	1105,~~952,073~~266		451,~~822~~952,073		3745,~~316~~822
Cash at beginning of period of discontinued operations	—		—		—
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents	730		(1,846,807)		1,906,251
Net (decrease) increase in cash, cash equivalents and restricted cash equivalents	(1,846,807)		1,906,251		8,506
Cash, cash equivalents, and restricted cash equivalents at end of period of continuing operations	$	105,996	$	105,266	$	1,952,073
Cash, cash equivalents, and restricted cash equivalents at end of period of continuing operations	$	105,266	$	1,952,073	$	45,822
Reconciliation of cash, cash equivalents, and restricted cash and restricted cash equivalents:
Reconciliation of cash, cash equivalents, and restricted cash equivalents:
Cash and cash equivalents	$	105,996	$	104,903	$	121,969
Cash and cash equivalents	$	104,903	$	121,969	$	45,822
Restricted cash and restricted cash equivalents	—		363		39,604
Restricted cash equivalents	363		39,604		—
Noncurrent restricted cash equivalents	—		—		1,790,500
Noncurrent restricted cash equivalents	—		1,790,500		—
Total cash, cash equivalents, and restricted cash equivalents shown in the statement of cash flow	$	105,996	$	105,266	$	1,952,073
Total cash, cash equivalents, and restricted cash equivalents shown in the statement of cash flow:	$	105,266	$	1,952,073	$	45,822
Non-cash activity:
Equipment acquired under finance leases	$	12,~~404~~319	$	2512,~~217~~404	$	1425,~~422~~217

The accompanying notes are an integral part of the consolidated financial statements.

F-10

Forward Air Corporation

Notes To Consolidated Financial Statements

December 31, ~~2024~~2025

(In thousands, except per share data)

1. Operations and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

Forward Air Corporation and its subsidiaries (the “Company”) is a leading asset-light freight and logistics company. The Company has three reportable segments: Expedited Freight, Omni Logistics ("Omni") and Intermodal. The Company conducts business in North and South America, Europe, and Asia.

The Expedited Freight segment provides expedited regional, inter-regional and national less-than-truckload (“LTL”) and truckload services in the United States. Expedited Freight also offers customers local pick-up and delivery and other services including shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services.

The Omni Logistics segment provides a full suite of global logistics services. Services include air and ocean freight consolidation and forwarding, custom brokerage, warehousing and distribution, value-added services, time-definite transportation services and other supply chain solutions. Omni Logistics was acquired in January 2024.

The Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads in the United States. Intermodal also offers dedicated contract and container freight station (“CFS”) warehouse and handling services.

The Company’s consolidated financial statements include Forward Air Corporation and its wholly-owned and majority owned domestic and foreign subsidiaries. ~~Opco,~~and aany ~~Variable~~variable ~~Interest~~interest ~~Entity~~entities ("~~VIE~~VIEs") resulting from the ~~Omni~~acquisition ~~Acquisition,~~of isOmni ~~consolidated~~Newco ~~into~~LLC ~~Forward~~("Omni ~~Air Corporation~~Acquisition"). Intercompany accounts and transactions have been eliminated in consolidation. A noncontrolling interest in a consolidated subsidiary represents the portion of equity (net assets) in a subsidiary, not attributable, directly or indirectly, to the Company. Noncontrolling interests are presented as a separate component of equity in the consolidated balance sheet and the presentation of net (loss) income presents losses attributable to controlling and noncontrolling interests.

In ~~the~~December ~~fourth~~2023, ~~quarter~~the Board of ~~2023,~~Directors (the ~~Company~~“Board”) ~~held~~of ~~interests~~the inCompany ~~two~~approved ~~wholly-owned~~a ~~subsidiaries~~strategy to divest of GNthe ~~Bondco,~~Final ~~LLC~~Mile ~~and~~business GN(“Final ~~Loanco~~Mile”), ~~LLC,~~and ~~that~~the ~~were~~sale ~~considered~~of ~~VIEs.~~Final ~~These~~Mile ~~VIEs~~was ~~are~~completed ~~legal~~on ~~entities~~December in20, ~~which~~2023. ~~equity~~Final ~~investors~~Mile doprovided ~~not~~delivery ~~have~~and ~~sufficient~~installation ~~equity~~of atheavy ~~risk~~bulky ~~for~~appliances ~~the~~such ~~entity~~as towashing ~~independently~~machines, ~~finance~~dryers, ~~its~~dishwashers ~~activities,~~and orrefrigerators asthroughout the United States. As a ~~group,~~result of the ~~holders~~divestiture of the ~~equity~~Final ~~investment~~Mile atbusiness, ~~risk~~the ~~lack~~results ~~the~~of ~~power~~operations ~~through~~for ~~voting~~Final orMile ~~similar~~are ~~rights~~presented toas ~~direct~~a ~~the~~discontinued ~~activities~~operation ofin the ~~entity~~Consolidated ~~that~~Statements ~~most~~of ~~significantly~~Operations ~~impact~~and ~~its~~Comprehensive ~~economic~~(Loss) ~~performance,~~Income orfor doall ~~not~~periods ~~have~~presented. ~~the~~Unless ~~obligation~~otherwise tonoted, ~~absorb~~amounts, ~~the~~percentages ~~expected~~and ~~losses~~discussion offor ~~the~~all ~~entity~~periods orreflect the ~~right~~results toof ~~receive~~operations, ~~expected~~financial ~~residual~~condition ~~returns~~and ofcash ~~the~~flows ~~entity.~~from ~~Consolidation~~the ofCompany’s acontinuing ~~VIE~~operations. isRefer ~~required~~to ifNote a2, ~~reporting~~Discontinued ~~entity~~Operation isand ~~the~~Held ~~primary~~for ~~beneficiary~~Sale, offor ~~the~~further ~~VIE~~discussion.

~~Interests~~Umbrella inPartnership ~~these~~C VIEs are evaluated to determine if the Company is the primary beneficiary. This evaluation gives appropriate consideration to the design of the entity and the variability that the entity was designed to create and pass along, the relative power of each party, and to the Company’s obligation to absorb losses or receive residual returns of the entity. The Company concluded that the VIEs should be consolidated as of December 31, 2023 because the Company had (i) the power to direct the activities that most significantly impact the economic performance of the VIE and (ii) the obligation to absorb losses and the right to receive benefits, which could potentially be significant. On January 25, 2024 (“the Closing”), the Company completed the acquisition of Omni (“the Omni Acquisition”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “Merger Agreement”) and amended by Amendment No. 1, dated as of January 22, 2024 (the “Amended Merger Agreement”). The VIEs were acquired as part of the Omni Acquisition and assumed into the Company's consolidated subsidiaries as of January 25, 2024. Structure

In connection with the Omni Acquisition, the Company completed an entity restructuring where the Company created Clue Opco LLC ("Opco"). Opco is considered a VIE, and the Company is the managing member. As the managing member of Opco, the Company operates and controls all of the business and affairs of Opco, and through Opco and its subsidiaries, conducts its business. The Company holds the sole voting interest in, and controls the management of, Opco and has the obligation to absorb losses of and receive benefits from Opco, which could be significant. The Company consolidated Opco in its consolidated financial statements and reports a noncontrolling interest related to the Opco Class B Units held by the members of Opco (other than the Class A Units held by the Company) on its consolidated financial statements. All of the Company’s assets are held by, and all of its operations are conducted through Opco.

As of December 31, 2025 the Company holds 31,089 Class A Units in Opco and the existing direct and certain indirect former equity holders of Omni (“Omni Holders”) hold 8,760 units of Opco designated as “Class B Units” (“Opco Class B Units”) and 8,760 corresponding Company Series B Preferred Units which together are exchangeable into 8,760 common shares of the Company. Opco is governed by an amended and restated limited liability company agreement of Opco that became effective at the Closing (“Opco LLCA”). Additionally, the Company, Opco, Omni Holders and certain other parties entered into a tax receivable agreement (the “Tax Receivable Agreement” or "TRA"), which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by the Company as a result of the Omni Acquisition. Pursuant to the Tax Receivable Agreement, the Company is generally obligated to pay certain Omni Holders 83.5% of (a) the total tax

F-11

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, ~~2024~~2025

(In thousands, except per share data)

Inbenefit ~~December~~that ~~2023,~~ the ~~Board~~Company ofrealizes ~~Directors~~as ~~(the~~a ~~“Board”)~~result of ~~the~~increases ~~Company~~in ~~approved~~tax abasis ~~strategy~~in toOpco’s ~~divest~~assets ofresulting ~~the~~from ~~Final~~certain ~~Mile~~actual ~~business~~or ~~(“Final~~deemed ~~Mile”),~~distributions and the ~~sale~~future exchange of ~~Final~~units ~~Mile~~of ~~was~~Opco ~~completed~~for onshares ~~December~~of ~~20,~~securities ~~2023. Final Mile provided delivery and installation~~ of ~~heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators throughout~~ the ~~United~~Company ~~States.~~(or Ascash) apursuant ~~result~~to of the ~~divestiture~~Opco ofLLCA, ~~the~~(b) ~~Final~~certain ~~Mile~~pre-existing ~~business,~~tax ~~the~~attributes ~~results~~ of ~~operations~~certain ~~for~~Omni ~~Final~~Holders ~~Mile~~that are ~~presented~~corporate asentities afor ~~discontinued~~tax ~~operation~~purposes, ~~in the Consolidated Statements of Comprehensive~~ (~~Loss~~c) ~~Income~~the ~~for~~tax ~~all~~benefits ~~periods~~that ~~presented. In addition, assets and liabilities were reflected as “assets and liabilities held for sale” in~~ the ~~Consolidated~~Company ~~Balance~~realizes ~~Sheets~~from ~~for~~certain ~~the~~tax ~~prior~~allocations ~~period.~~that ~~Unless~~correspond ~~otherwise~~to ~~noted,~~items ~~amounts,~~of ~~percentages~~income ~~and~~or ~~discussion~~gain ~~for~~required ~~all~~to ~~periods~~be ~~reflect~~recognized ~~the~~by ~~results~~certain ofOmni ~~operations~~Holders, ~~financial condition~~ and ~~cash~~(d) ~~flows~~other ~~from~~tax ~~the~~benefits ~~Company’s~~attributable ~~continuing operations. Refer~~ to ~~Note~~payments 2,under ~~Discontinued~~the ~~Operation~~Tax ~~and~~Receivable ~~Held for Sale, for further discussion~~Agreement.

The Company consolidates the financial results of Opco, and reports a noncontrolling interest related to the Opco Class B Units held by noncontrolling interest holders on its consolidated financial statements. The noncontrolling interests on the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income represent the portion of the income attributable to the economic interests in Opco held by the noncontrolling holders of the Opco Class B Units calculated based on the weighted average noncontrolling interests’ ownership during the periods presented. Upon conversion of any Opco Class B Units into common stock of the Company, the basis of the converted units is removed from the noncontrolling interest based on the change in the economic interests of Opco and recorded to common stock at par value and any excess is recorded to additional paid-in capital.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency

Foreign currency amounts attributable to foreign operations have been translated into United States dollars. Assets and liabilities are translated to United States dollars at period-end exchange rates and income and expense items are translated at average rates of exchange prevailing during the period. Translation adjustments are included in “Accumulated other comprehensive loss” in stockholders’ equity within the Consolidated Balance Sheets and gains and losses, which result from foreign currency transactions, are included in the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Cash and Cash Equivalents

Cash as of December 31, ~~2024~~2025 and ~~2023~~2024 of $~~103~~105,~~447~~523 and $~~111~~103,~~969~~447, respectively, consisted of cash on hand and bank deposits. Cash equivalents as of December 31, ~~2024~~2025 and ~~2023~~2024 of $~~1,456~~473 and $101,~~000~~456, respectively, consisted of money market deposits. The Company considers all investments with an original maturity of three months or less to be cash and cash equivalents.

Restricted Cash and Cash Equivalents

For the year ended December 31, 2024, we held $363 of restricted cash as collateral for Omni letters of credit. Restricted cash equivalents and noncurrent restricted cash equivalents for the year ended December 31, 2023 totaled $39,604 which related to the amounts held in escrow in connection with the financing of the acquisition of Omni.

Allowance for Doubtful Accounts and Revenue Adjustments

The Company has a broad range of customers, including freight forwarders, third-party logistics companies, passenger and cargo airlines, steamship lines, and retailers, located across a diverse geography. In circumstances in which the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific reserve in order to reduce the net recognized accounts receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes a general reserve based on a percentage of revenue to ensure accounts receivables are properly recorded at the net amount expected to be collected. The Company sets the general reserve based on historical collection experience combined with forecasts about any expected changes to the collection experience. ~~If circumstances change, expected recoverability of amounts due to the Company may change by a material amount.~~ Accounts are written off after all means of collection, including legal action, have been exhausted.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation is provided on a straight-line basis over the estimated useful lives of 30 to 40 years for building and improvements, three to ten years for equipment, the lesser of the estimated useful life or the initial lease term for leasehold improvements and five years for computer software. Expenditures for maintenance and repairs are charged to expense as incurred.

F-12

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, ~~2024~~2025

(In thousands, except per share data)

~~Property~~For internally developed software, all costs incurred during planning and ~~Equipment~~evaluation are expensed. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes software acquired for internal use. In the fourth quarter of the year ended December 31, 2025, the Company recorded an impairment of $3,566 reflected in "Other operating expenses" for abandoned software development.

Property and equipment ~~are~~as ~~recorded~~of atDecember ~~cost~~31, ~~less~~2025 ~~accumulated depreciation~~ and ~~amortization.~~2024 ~~Depreciation~~consisted ~~is provided on a straight-line basis over the estimated useful lives~~ of ~~30 to 40 years for building and improvements, three to ten years for equipment,~~ the lesser of the estimated useful life or the initial lease term for leasehold improvements and five years for computer software. Land is not depreciated and construction in progress is not depreciated until ready for service. Expenditures for maintenance and repairs are charged to expense as incurred. following:

For internally developed software, all costs incurred during planning and evaluation are expensed. Costs incurred during the application development stage are capitalized and included in property and equipment. Capitalized software also includes software acquired for internal use.


	December 31, 2025		December 31, 2024
Land	$	26,517	$	26,517
Buildings and improvements	95,855		95,801
Equipment	370,039		364,412
Leasehold improvements	86,768		68,459
Computer software	54,677		47,456
Construction in progress	4,047		16,398
Total property and equipment	637,903		619,043
Less accumulated depreciation and amortization	(340,021)		(292,855)
Total property and equipment, net	$	297,882	$	326,188

Property and equipment includes financed leased assets with cost of $78,267 and $75,168, as of December 31, 2025 and 2024, respectively, and ~~2023~~accumulated ~~consisted~~amortization of ~~the~~$42,100 ~~following:~~and $30,805, as of December 31, 2025 and 2024, respectively.

	December 31, 2024		December 31, 2023
Land	$	26,517	$	26,479
Buildings and improvements	95,801		94,277
Equipment	364,412		320,557
Leasehold improvements	68,459		24,386
Computer software	47,456		31,063
Construction in progress	16,398		11,518
Total property and equipment	619,043		508,280
Less accumulated depreciation and amortization	292,855		250,185
Total property and equipment, net	$	326,188	$	258,095

As of December 31, 2024 and 2023, the net book value of computer software included in property and equipment, net was $13,876 and $7,361, respectively. For the years ended December 31, 2024, 2023 and 2022, amortization expense of computer software was $3,377, $2,909 and $2,558, respectively.

Cloud Computing Costs

The Company capitalizes the costs incurred during the implementation stage for cloud computing or hosting arrangements. Costs incurred in the preliminary project stage and post-implementation stage, which includes maintenance and training costs, are expensed as incurred. Capitalized ~~software~~implementation costs are amortized using the straight-line method over three to five years and are recorded in “Prepaid expenses” and “Other assets” in the Consolidated Balance Sheets. In the fourth quarter of the year ended December 31, 2025, the Company recorded an impairment of $16,199 reflected in "Other operating expenses" for abandoned software implementation costs.

Goodwill, Intangible Assets and Other Long-Lived Assets

The Company tests goodwill for impairment, at the reporting unit level, annually and when events or circumstances indicate that fair value of a reporting unit may be below its carrying value. A reporting unit is an operating segment or one level below an operating segment, for example, a component. ~~The Company’s reporting units are not its reportable segments.~~

The annual test of goodwill was performed for each of the reporting units with goodwill balances as of June 30 in 2025 and 2024. To complete the Omni goodwill test, we determined the fair value of the reporting unit using the discounted cash flow model ("DCF") and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value using the market approach. No reporting units were impaired as a result of the 2025 annual test, however the 2024 annual test resulted in a goodwill impairment charge totaling $1,028,397 which all relates to the Omni reporting unit. This reporting unit was acquired on January 25, 2024. Primarily due to a decrease in the market value of the Company’s common stock during the second quarter of 2024, as a result of many factors including, but not limited to, general market factors, credit rating downgrades, and changes in executive leadership, and the inherent uncertainty associated with the combined enterprise, the Omni reporting unit’s fair value was determined to be less than its carrying value. As a result, the Company recorded a non-cash impairment charge of $1,092,741 during the three and six months ended June 30, 2024. Subsequent retrospective adjustments made during the three months ended September 30, 2024 and December 31, 2024, of $14,751 additional impairment and $79,095 reduction, respectively, resulted in $1,028,397 total goodwill impairment expense for the year ended December 31, 2024. The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Consolidated Statement of Operations and Comprehensive (Loss) Income.

F-13

Forward Air Corporation

Notes to Consolidated Financial Statements (Continued)

December 31, ~~2024~~2025

(In thousands, except per share data)

The annual test of goodwill was performed for each of the reporting units with goodwill balances as of June 30, 2024. As a result of the annual test, a goodwill impairment charge totaling $1,028,397 was recorded which all relates to the Omni reporting unit. This reporting unit was acquired on January 25, 2024. Primarily due to a decrease in the market value of the Company’s common stock during the second quarter of 2024, as a result of many factors including, but not limited to, general market factors, credit rating downgrades, and changes in executive leadership, and the inherent uncertainty associated with the combined enterprise, the Omni reporting unit’s fair value was determined to be less than its carrying value. As a result, the Company recorded a non-cash impairment charge of $1,092,741 during the three and six months ended June 30, 2024. Subsequent retrospective adjustments made during the three months ended September 30, 2024 and December 31, 2024, of $14,751 additional impairment and $79,095 reduction, respectively, resulted in $1,028,397 total goodwill impairment expense for the year ended December 31, 2024. The goodwill impairment expense was recorded in the Impairment of goodwill caption on the Consolidated Statement of Comprehensive (Loss) Income. To complete the Omni goodwill test, we determined the fair value of the reporting unit using the DCF model and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value using the market approach. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.

Finite-Lived Intangible Assets and Other Long-Lived Assets

The Company reviews its long-lived assets, which include intangible assets subject to amortization, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation for recoverability is performed at a level where independent cash flows may be attributed to either an asset or asset group. The analysis differs from our goodwill impairment test in that an intangible or other long-lived asset impairment is only deemed to have occurred if the sum of the forecasted undiscounted cash flows related to the assets being evaluated is less than the carrying value of the assets. If the forecasted net cash flows are less than the carrying value, then the assets are written down to estimated fair value. We did not identify any impairments of definite-lived assets for the year ended December 31, ~~2024~~2025 and ~~2023~~2024. ~~Changes in the estimates of forecasted net cash flows may result in future asset impairments that could be material to our results of operations.~~

Changes in the carrying amount of goodwill during the years ended December 31, ~~2024~~2025, ~~2023~~2024 and ~~2022~~2023 are summarized as follows:

	Expedited Freight		Omni Logistics		Intermodal		Consolidated
Balance as of December 31, 2022	$	121,091	$	—	$	136,896	$	257,987
Acquisitions	20,629		—		—		20,629
Acquisition adjustment	—		—		90		90
Balance as of December 31, 2023	$	141,720	$	—	$	136,986	$	278,706
Acquisition	—		1,272,403		—		1,272,403
Impairment	—		(1,028,397)		—		(1,028,397)
Balance as of December 31, 2024	$	141,720	$	244,006	$	136,986	$	522,712
Acquisition	—		—		—		—
Impairment	—		—		—		—
Balance as of December 31, 2025	$	141,720	$	244,006	$	136,986	$	522,712

The Company’s accumulated goodwill impairment is $1,054,083 related to impairment charges the Company recorded during 2016 pertaining to its Truckload Services ("TLS") reporting unit of $25,686, and $1,028,397 from the Omni transaction. The TLS reporting unit operates within the Expedited Freight reportable segment. ~~As of December 31, 2024, approximately $336,600 of goodwill is deductible for tax purposes.~~

The Company amortizes certain acquired identifiable intangible assets on a straight-line basis over their estimated useful lives, which range from one year to 20 years. The acquired intangible assets have a weighted-average useful life as follows:


Intangible Assets						Weighted-Average Useful Life
Customer relationships						14 years
Non-compete agreements						4 years
Trade names						5 years

For the years ended December 31, 2025, 2024 and 2023, acquired intangible asset amortization was $92,425, $85,873 and $16,039, respectively. The Company estimates amortization of existing intangible assets will be $90,563 in 2026, $89,102 in 2027, $85,20

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