FWRD on Nasdaq
FORWARD AIR CORP
American Arrangement of Transportation of Freight and Cargo company1
In its 2026 annual report the company says: “We provide ground transportation, air and ocean forwarding, intermodal drayage services and contract logistics across North and South America, Europe and Asia. We also provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets. We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling.”4 It is headquartered in Dallas, Texas.1 Its shares trade on Nasdaq under the symbol FWRD.1
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Last updated Oct 21, 2026.
Overview
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- TickerFWRD on Nasdaq1
- IndustryArrangement of Transportation of Freight & Cargo1
- HeadquartersDallas, Texas1
- Incorporated inDE2
- Business address3200 Olympus Boulevard, Suite 300, Dallas, Tx 750192
- Filer categoryAccelerated filer2
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Forward Air Corporation (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light provider of transportation services. We provide ground transportation, air and ocean forwarding, intermodal drayage services and contract logistics across North and South America, Europe and Asia. We also provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets. We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling. We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures. Forward was founded in 1981 in Greeneville, Tennessee. In 2025, the Company changed its state of incorporation from Tennessee to Delaware and moved its headquar…4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
1.5%Operating margin5
-4.3%Net margin5
0.8%Revenue growth, 20255
-95.1%Return on equity5
14.89×Debt to equity5
What sells
Revenue by product, business segment and region, as the company reports it to the SEC.
Business segments
Omni Logistics brought in 54% of the revenue FORWARD AIR CORP broke down this way in fiscal 2025.
Business segments by year
| Business segments | 2023 | 2024 | 2025 |
|---|---|---|---|
| Omni Logistics | $1.2B | $1.4B | |
| Expedited Freight | $1.1B | $1.0B | $914.7M |
| Intermodal | $274.0M | $232.8M | $230.5M |
Regions
United States brought in 87% of the revenue FORWARD AIR CORP broke down this way in fiscal 2025.
Regions by year
| Regions | 2025 |
|---|---|
| United States | $2.2B |
| Outside the United States | $330.0M |
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Other costs100¢$2.5B
- Income tax0¢$5.5M
Out of $2.5B in revenue.5 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Operating revenue | $2.5B | $2.5B | $1.4B |
| Purchased transportation | $1.2B | $1.3B | $586.2M |
| Salaries, wages, and employee benefits | $535.7M | $536.4M | $287.6M |
| Operating leases | $204.0M | $182.2M | $87.4M |
| Depreciation and amortization | $152.6M | $144.0M | $57.4M |
| Insurance and claims | $59.0M | $64.7M | $50.1M |
| Fuel expense | $20.1M | $21.5M | $22.0M |
| Other operating expenses | $242.8M | $309.5M | $191.8M |
| Impairment of goodwill | $0 | $1.0B | $0 |
| Total operating expenses | $2.5B | $3.5B | $1.3B |
| Income (loss) from operations | $36.4M | -$1.1B | $88.2M |
| Interest expense, net | -$180.7M | -$189.2M | -$31.6M |
| Foreign exchange (loss) gain | -$5.9M | $1.1M | $0 |
| Other income, net | $3.0M | $1.2M | $0 |
| Total other expense | -$183.6M | -$186.9M | -$31.6M |
| Income (loss) from continuing operations before income taxes | -$147.2M | -$1.2B | $56.6M |
| Income tax expense (benefit) | -$5.5M | -$125.0M | $13.8M |
| Income (loss) from continuing operations | -$141.7M | -$1.1B | $42.8M |
| Income (loss) from discontinued operation, net of tax | $0 | -$6.4M | $124.5M |
| Net (loss) attributable to noncontrolling interest | -$33.9M | -$314.3M | $0 |
| Net (loss) income attributable to Forward Air | -$107.8M | -$817.0M | $167.4M |
| Continuing operations (in dollars per share) | -$4 | -$30 | $2 |
| Discontinued operations (in dollars per share) | $0 | -$0 | $5 |
| Net (loss) income per basic share (in dollars per share) | -$3.51 | -$30.63 | $6.42 |
| Continuing operations (in dollars per share) | -$4 | -$30 | $2 |
| Discontinued operations (in dollars per share) | $0 | -$0 | $5 |
| Net (loss) income per diluted share (in dollars per share) | -$3.51 | -$30.63 | $6.40 |
| Dividends per share (in dollars per share) | $0.00 | $0.00 | $0.96 |
| Net (loss) income | -$141.7M | -$1.1B | $167.4M |
| Foreign currency translation adjustments | $4.3M | -$2.7M | $0 |
| Comprehensive income (loss) | -$137.4M | -$1.1B | $167.4M |
| Comprehensive income (loss) attributable to noncontrolling interest | -$32.9M | -$314.3M | $0 |
| Comprehensive income (loss) attributable to Forward Air | -$104.5M | -$819.7M | $167.4M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $106.0M | $104.9M | $122.0M | |
| Restricted cash and restricted cash equivalents | $0 | $363.0K | $39.6M | |
| Accounts receivable, less allowance of $3,749 in 2025 and $3,269 in 2024 | $343.6M | $322.3M | ||
| Other receivables | $6.1M | $205.0K | ||
| Prepaid expenses | $28.0M | $29.1M | ||
| Other current assets | $37.3M | $15.7M | ||
| Total current assets | $521.0M | $472.5M | ||
| Property and equipment, net of accumulated depreciation and amortization of $340,021 in 2025 and $292,855 in 2024 | $297.9M | $326.2M | ||
| Operating lease right-of-use assets | $412.5M | $410.1M | ||
| Goodwill | $522.7M | $522.7M | $278.7M | |
| Other acquired intangibles, net of accumulated amortization of $301,453 in 2025 and $212,905 in 2024 | $906.8M | $999.2M | ||
| Other long-term assets | $58.0M | $71.9M | ||
| Total assets | $2.7B | $2.8B | ||
| Accounts payable | $121.8M | $105.7M | ||
| Accrued expenses | $114.4M | $119.8M | ||
| Other current liabilities | $69.1M | $45.1M | ||
| Current portion of finance lease obligations | $16.0M | $16.9M | ||
| Current portion of operating lease liabilities | $107.0M | $96.4M | ||
| Total current liabilities | $428.3M | $384.0M | ||
| Finance lease obligations, less current portion | $22.4M | $30.9M | ||
| Long-term debt | $1.7B | $1.7B | ||
| Liability under tax receivable agreement | $11.5M | $13.3M | ||
| Operating lease liabilities, less current portion | $327.0M | $325.6M | ||
| Other long-term liabilities | $53.5M | $48.8M | ||
| Deferred income taxes | $27.2M | $38.2M | ||
| Preferred stock, value | $0 | $0 | ||
| 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 | $313.0K | $298.0K | ||
| Additional paid-in capital | $559.6M | $542.4M | ||
| Accumulated deficit | -$447.1M | -$338.2M | ||
| Accumulated other comprehensive income (loss) | $580.0K | -$2.7M | ||
| Total Forward Air shareholders' equity | $113.3M | $201.7M | ||
| Noncontrolling interest | $48.3M | $84.1M | ||
| Total shareholders' equity | $161.7M | $285.9M | $764.3M | $707.2M |
| Total liabilities and shareholders' equity | $2.7B | $2.8B | ||
| Accounts receivable, allowance | $3.7M | $3.3M | ||
| Property and equipment, accumulated depreciation and amortization | $340.0M | $292.9M | ||
| Other acquired intangibles, accumulated amortization | $301.5M | $212.9M | $127.0M | |
| Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Preferred stock, shares authorized (in shares) | 5.0M shares | 5.0M shares | ||
| Preferred stock, shares issued (in shares) | 0 shares | 0 shares | ||
| Preferred stock, outstanding shares (in shares) | 0 shares | 0 shares | ||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Common stock, authorized shares (in shares) | 50.0M shares | 50.0M shares | ||
| Common stock, issued shares (in shares) | 31.3M shares | 29.8M shares | ||
| Common stock, outstanding shares (in shares) | 31.3M shares | 29.8M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 | 2022-12-31 |
|---|---|---|---|---|
| Cash and cash equivalents | $106.0M | $104.9M | $122.0M | |
| Restricted cash and restricted cash equivalents | $0 | $363.0K | $39.6M | |
| Accounts receivable, less allowance of $3,749 in 2025 and $3,269 in 2024 | $343.6M | $322.3M | ||
| Other receivables | $6.1M | $205.0K | ||
| Prepaid expenses | $28.0M | $29.1M | ||
| Other current assets | $37.3M | $15.7M | ||
| Total current assets | $521.0M | $472.5M | ||
| Property and equipment, net of accumulated depreciation and amortization of $340,021 in 2025 and $292,855 in 2024 | $297.9M | $326.2M | ||
| Operating lease right-of-use assets | $412.5M | $410.1M | ||
| Goodwill | $522.7M | $522.7M | $278.7M | |
| Other acquired intangibles, net of accumulated amortization of $301,453 in 2025 and $212,905 in 2024 | $906.8M | $999.2M | ||
| Other long-term assets | $58.0M | $71.9M | ||
| Total assets | $2.7B | $2.8B | ||
| Accounts payable | $121.8M | $105.7M | ||
| Accrued expenses | $114.4M | $119.8M | ||
| Other current liabilities | $69.1M | $45.1M | ||
| Current portion of finance lease obligations | $16.0M | $16.9M | ||
| Current portion of operating lease liabilities | $107.0M | $96.4M | ||
| Total current liabilities | $428.3M | $384.0M | ||
| Finance lease obligations, less current portion | $22.4M | $30.9M | ||
| Long-term debt | $1.7B | $1.7B | ||
| Liability under tax receivable agreement | $11.5M | $13.3M | ||
| Operating lease liabilities, less current portion | $327.0M | $325.6M | ||
| Other long-term liabilities | $53.5M | $48.8M | ||
| Deferred income taxes | $27.2M | $38.2M | ||
| Preferred stock, value | $0 | $0 | ||
| 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 | $313.0K | $298.0K | ||
| Additional paid-in capital | $559.6M | $542.4M | ||
| Accumulated deficit | -$447.1M | -$338.2M | ||
| Accumulated other comprehensive income (loss) | $580.0K | -$2.7M | ||
| Total Forward Air shareholders' equity | $113.3M | $201.7M | ||
| Noncontrolling interest | $48.3M | $84.1M | ||
| Total shareholders' equity | $161.7M | $285.9M | $764.3M | $707.2M |
| Total liabilities and shareholders' equity | $2.7B | $2.8B | ||
| Accounts receivable, allowance | $3.7M | $3.3M | ||
| Property and equipment, accumulated depreciation and amortization | $340.0M | $292.9M | ||
| Other acquired intangibles, accumulated amortization | $301.5M | $212.9M | $127.0M | |
| Preferred stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Preferred stock, shares authorized (in shares) | 5.0M shares | 5.0M shares | ||
| Preferred stock, shares issued (in shares) | 0 shares | 0 shares | ||
| Preferred stock, outstanding shares (in shares) | 0 shares | 0 shares | ||
| Common stock, par value (in dollars per share) | $0.01 | $0.01 | ||
| Common stock, authorized shares (in shares) | 50.0M shares | 50.0M shares | ||
| Common stock, issued shares (in shares) | 31.3M shares | 29.8M shares | ||
| Common stock, outstanding shares (in shares) | 31.3M shares | 29.8M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Net income (loss) from continuing operations | -$141.7M | -$1.1B | $42.8M |
| Depreciation and amortization | $152.6M | $144.0M | $57.4M |
| Impairment of goodwill | $0 | $1.0B | $0 |
| Share-based compensation expense | $13.4M | $10.2M | $11.5M |
| Provision for revenue adjustments | $3.2M | $3.6M | $5.1M |
| Deferred income tax benefit | -$10.9M | -$133.5M | -$8.9M |
| Impairment of abandoned software project costs | $19.8M | $0 | $0 |
| Other | $11.5M | $14.9M | -$1.2M |
| Accounts receivable | -$18.0M | $9.5M | $30.6M |
| Other receivables | -$7.4M | $9.7M | -$5.4M |
| Other current and noncurrent assets | -$24.4M | -$15.1M | $30.7M |
| Accounts payable, accrued expenses and other liabilities | $46.3M | -$15.9M | $36.7M |
| Net cash provided by (used in) operating activities of continuing operations | $44.4M | -$69.0M | $199.2M |
| Proceeds from sale of property and equipment | $2.2M | $5.1M | $3.7M |
| Purchases of property and equipment | -$29.1M | -$37.1M | -$30.7M |
| Purchase of businesses, net of cash acquired | $0 | -$1.6B | -$56.7M |
| Other | $0 | -$444.0K | $0 |
| Net cash used in investing activities of continuing operations | -$26.9M | -$1.6B | -$83.7M |
| Repayments of finance lease obligations | -$17.3M | -$18.4M | -$9.5M |
| Proceeds from credit facility | $110.0M | $75.0M | $70.0M |
| Payments on credit facility | -$110.0M | -$155.0M | -$178.5M |
| Proceeds from long-term debt held in escrow | $0 | $0 | $1.8B |
| Payment of debt issuance costs | $0 | -$52.5M | $0 |
| Payment of earn-out liability | $0 | -$12.2M | $0 |
| Payments of dividends to shareholders | $0 | $0 | -$25.0M |
| Repurchases and retirement of common stock | $0 | $0 | -$93.8M |
| Proceeds from common stock issued under employee stock purchase plan | $846.0K | $753.0K | $800.0K |
| Payment of minimum tax withholdings on share-based awards | -$1.1M | -$1.4M | -$4.3M |
| Contributions from subsidiary held for sale | $0 | $0 | $240.6M |
| Net cash provided by (used in) financing activities of continuing operations | -$17.5M | -$163.8M | $1.8B |
| Effect of exchange rate changes on cash | $791.0K | $1.0M | $0 |
| Net increase (decrease) in cash, cash equivalents and restricted cash equivalents from continuing operations | $730.0K | -$1.8B | $1.9B |
| Net cash used in operating activities of discontinued operations | $0 | -$6.4M | -$17.8M |
| Net cash provided by investing activities of discontinued operations | $0 | $0 | $258.5M |
| Net cash used in financing activities of discontinued operations | $0 | $0 | -$240.7M |
| Net increase (decrease) in cash, cash equivalents and restricted cash equivalents | $730.0K | -$1.8B | $1.9B |
| Equipment acquired under finance leases | $12.3M | $12.4M | $25.2M |
No quarter-by-quarter statement was filed.
Corporate structure
FORWARD AIR CORP sits at the top of its group. 67 entities, 20 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of FORWARD AIR CORP
- Barclays Filed SCHEDULE 13G on FORWARD AIR CORP, latest Aug 13, 2026
- FMR LLC Filed SCHEDULE 13G on FORWARD AIR CORP, latest Aug 6, 2026
- Bracebridge Capital, LLC Filed SCHEDULE 13G on FORWARD AIR CORP, latest Jul 28, 2026
- BlackRock Filed SCHEDULE 13G/A on FORWARD AIR CORP, latest Jul 8, 2026 (9 filings since Jan 26, 2022)
- Cetus Capital VI, L.P. Filed SCHEDULE 13G/A on FORWARD AIR CORP, latest May 12, 2026 (3 filings since Jun 13, 2024)
- VANGUARD GROUP INC Filed SCHEDULE 13G/A on FORWARD AIR CORP, latest Mar 26, 2026 (6 filings since Feb 10, 2022)
- CLEARLAKE CAPITAL GROUP, L.P. Filed SCHEDULE 13D/A on FORWARD AIR CORP, latest Jul 3, 2025 (3 filings since May 9, 2024)
- Ridgemont Equity Management III, LLC Filed SC 13D/A on FORWARD AIR CORP, latest Aug 12, 2024 (2 filings since Feb 5, 2024)
- Neuberger Berman Filed SC 13G/A on FORWARD AIR CORP, latest Nov 9, 2023 (2 filings since Feb 10, 2023)
- Ancora Advisors LLC Filed SC 13D/A on FORWARD AIR CORP, latest Feb 16, 2022 (2 filings since Feb 14, 2022)
- ArrowMark Colorado Holdings LLC Filed SC 13G/A on FORWARD AIR CORP, latest Feb 14, 2022
- FORWARD AIR CORP Dallas, Texas
- A G World Transport, Inc. Subsidiary · California, United States
- A&G World Inc. – 39.99% Subsidiary · Philippines
- AG Customs Brokerage, Inc. Subsidiary · California, United States
- Air & Ground Logistics (H.K.) Ltd. Subsidiary · Hong Kong
- Air & Ground Logistics (Taiwan) Ltd. Subsidiary · Taiwan
- Air & Ground Logistics (Vietnam) Co., Ltd. Subsidiary · Vietnam
- Air & Ground Logistics Pte. Ltd. Subsidiary · Singapore
- Bigger, Farther, Faster, LLC Subsidiary · Delaware, United States
- Canadian Omni Logistics Ltd. Subsidiary · Canada
- Central States Logistics, Inc. Subsidiary · Illinois, United States
- Central States Trucking LLC Subsidiary · Delaware, United States
- Clue Opco LLC Subsidiary · Delaware, United States
- Clue Parent Merger Sub LLC Subsidiary · Delaware, United States
- Epic Freight Solutions LLC Subsidiary · Wyoming, United States
- FACSBI, LLC Subsidiary · Delaware, United States
- FAF, LLC Subsidiary · Tennessee, United States
- Forward Air Logistics Services, LLC Subsidiary · Michigan, United States
- Forward Air Royalty, LLC Subsidiary · Delaware, United States
- Forward Air Services, LLC Subsidiary · Delaware, United States
- Forward Air Tech. & Logistics Services LLC Subsidiary · Tennessee, United States
- Ground Express Service, Inc. Subsidiary · California, United States
- IVIA Services, LLC Subsidiary · Delaware, United States
- Mach 1 Aero Servicios, S. de R.L. de C.V. Subsidiary · Mexico
- Mach 1 Air Services (Hong Kong) Ltd. Subsidiary · Hong Kong
- Mach 1 Air Services (Mexico), LLC Subsidiary · Delaware, United States
- and 41 more
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What FORWARD AIR CORP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finance-lease assets | $44.4M9 Dec 31, 2024 | $38.0M9 Dec 31, 2023 | +16.7% |
| Operating-lease assets (leased space) | $412.5M5 Dec 31, 2025 | $410.1M5 Dec 31, 2024 | +0.6% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $106.0M5 Dec 31, 2025 | $104.9M5 Dec 31, 2024 | +1.0% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Goodwill | $522.7M5 Dec 31, 2025 | $522.7M5 Dec 31, 2024 | 0% |
| Intangible assets, net (excluding goodwill) | $906.8M5 Dec 31, 2025 | $999.2M5 Dec 31, 2024 | −9.2% |
| Finite-lived intangibles, gross | $1.2B5 Dec 31, 2025 | $1.2B5 Dec 31, 2024 | −0.3% |
| Accumulated amortization | $301.5M5 Dec 31, 2025 | $212.9M5 Dec 31, 2024 | +41.6% |
Properties, in its own words
Our corporate headquarters are in Dallas, TX. We also have administrative offices in Atlanta, GA, Columbus, OH and Greenville, TN. As of December 31, 2025, we owned 6 of our 246 total properties and leased 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, 2025 were as follows:
The rest of Item 2
Location · Segment · Approximate Square Feet · Number of Dock Doors
United States
Atlanta, GA · Expedited Freight · 152,000 · 118
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, 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 · 1,211,921 · 28
Taipei, Taiwan1 · Omni Logistics · 895,539 · 34
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 2 of the 10-K filed Mar 11, 2026.4
Leadership
Who has led FORWARD AIR CORP, and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
Chief operating officer
2010201520202025
- Chief executive officerShawn Stewart May 1, 2024 to now14
- Chief executive officerBruce A. Campbell Feb 14, 2006 to Aug 29, 201815
- ChairJerome Jean-Pierre Lorrain Jul 15, 2025 to now16
- ChairBruce A. Campbell Nov 1, 2007 to Mar 19, 201917
- PresidentAltena Jonathan Van Jun 29, 2026 to now18
- PresidentFabio De Moraes Mendunekas Jun 29, 2026 to now19
- PresidentJustin Lindsay Jun 29, 2026 to now20
- PresidentChris C. Ruble Feb 10, 2016 to Jun 8, 201821
- PresidentMatthew J. Jewell Feb 10, 2016 to Feb 7, 202022
- PresidentBruce A. Campbell Feb 14, 2006 to Aug 29, 201815
- Chief financial officerJamie G. Pierson Jul 8, 2024 to now23
- Chief financial officerRebecca J. Garbrick Feb 9, 2022 to Mar 29, 202424
- Chief financial officerMichael Joseph Morris Jun 28, 2016 to Mar 17, 202125
- Chief financial officerAndrew C. Clarke Feb 14, 2006 to Feb 28, 200626
- Chief financial officerRodney L. Bell Jun 2, 2006 to Mar 9, 201627
- Chief operating officerChris C. Ruble Jun 14, 2018 to Apr 1, 202428
Board members and other officers (50)
- Chief Transformation OfficerKarl Khambatta Jun 29, 2026 to now29
- Chief Information OfficerLance Sons Jun 29, 2026 to now30
- Chief Supply Chain OfficerJessica L. Herren Jun 17, 2025 to now31
- Executive VP of OperationsTimothy R. Osborne Jun 17, 2025 to now32
- OfficerJamie G. Pierson May 30, 2024 to May 30, 202433
- Chief Accounting OfficerJames R. Faught Jul 8, 2024 to now34
- Chief Commercial OfficerNancee L. Ronning Nov 4, 2022 to Mar 29, 202435
- CAO, VP and ControllerRebecca J. Garbrick Apr 5, 2021 to Dec 3, 202136
- Chief Commercial OfficerScott E. Schara Sep 2, 2020 to Feb 9, 202237
- CAO, VP & ControllerChristina Bottomley May 7, 2019 to Sep 11, 202038
- Chief Information OfficerJoseph Michael Tomasello Jun 19, 2019 to now39
- Senior VP, Systems TechnologyGlenn A. Adelaar May 19, 2017 to Mar 19, 201940
- Senior VP, Human ResourcesKyle R. Mitchin May 19, 2017 to Apr 1, 202441
- Sr. Vice President, OperationsChris C. Ruble Feb 14, 2006 to Mar 18, 201542
- Senior Vice President, SalesCraig A. Drum Feb 14, 2006 to Mar 1, 201743
- Senior VP & Gen. CounselMatthew J. Jewell Feb 14, 2006 to Jun 15, 202044
- VP & ControllerRodney L. Bell Feb 14, 2006 to May 10, 200645
- VP & ControllerMichael P. McLean Jun 2, 2006 to Aug 8, 201746
- Board memberCoinvest Iii-A Omni L.p. Rep Feb 5, 2024 to Aug 12, 202447
- Board memberCoinvest Iii-B Omni L.p. Rep Feb 5, 2024 to Aug 12, 202447
- Board memberFaom Iii-S L.p. Rep Feb 5, 2024 to Aug 12, 202447
- Board memberChristopher H. Schmachtenberger Feb 15, 2024 to Apr 1, 202448
- Board memberShawn Stewart May 1, 2024 to now14
- Board memberChristine Marie Gorjanc Jun 6, 2024 to now49
- Board memberDale W. Boyles Jun 6, 2024 to now50
- Board memberJerome Jean-Pierre Lorrain Oct 3, 2024 to Oct 3, 202451
- Board memberChitra Nayak Mar 17, 2021 to Aug 18, 202352
- Board memberGeorge S. Mayes Jr. Mar 17, 2021 to Aug 18, 202353
- Board memberScott M. Niswonger Mar 17, 2021 to May 11, 202354
- Board memberJavier Polit Mar 23, 2021 to Aug 22, 202355
- Board memberLaurie Anne Tucker Oct 23, 2019 to Aug 17, 202356
- Board memberValerie A. Bonebrake Jan 16, 2018 to Mar 29, 202457
- Board memberW. Gilbert West Oct 2, 2018 to Mar 5, 202458
- Board memberAna B. Amicarella Jul 26, 2017 to May 12, 202359
- Board memberJavier Alberto Palomarez Jul 26, 2017 to Jul 26, 201760
- Board memberDoug Madden Sep 10, 2015 to May 15, 201761
- Board memberCraig Carlock Oct 19, 2015 to Oct 17, 202462
- Board memberLarry D. Leinweber Apr 4, 2011 to May 13, 201663
- Board memberTracy A. Leinbach Apr 6, 2007 to Mar 28, 201764
- Board memberGary L. Paxton May 24, 2007 to May 15, 201565
- Board memberAndrew C. Clarke Feb 14, 2006 to Feb 28, 200626
- Board memberBruce A. Campbell Feb 14, 2006 to Feb 14, 200715
- Board memberC. John Langley Jr. May 10, 2006 to May 14, 202066
- Board memberB. Clyde Preslar May 25, 2006 to Jun 25, 200867
- Board memberRay A. Mundy May 25, 2006 to Apr 14, 201568
- Board memberRichard W. Hanselman May 25, 2006 to Apr 26, 201269
- Board memberC. Robert Campbell May 26, 2006 to Jan 16, 202470
- Board memberGeorge M. Lynch May 26, 2006 to Aug 18, 202371
- General counselMichael L. Hance May 16, 2014 to now72
- General counselMatthew J. Jewell Feb 12, 2008 to Mar 14, 201473
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- A G World Transport, Inc. California3
- A&G World Inc. – 39.99% Philippines3
- AG Customs Brokerage, Inc. California3
- Air & Ground Logistics (H.K.) Ltd. Hong Kong3
- Air & Ground Logistics (Taiwan) Ltd. Taiwan3
- Air & Ground Logistics (Vietnam) Co., Ltd. Vietnam3
- Air & Ground Logistics Pte. Ltd. Singapore3
- Bigger, Farther, Faster, LLC Delaware3
- Canadian Omni Logistics Ltd. Canada3
- Central States Logistics, Inc. Illinois3
- Central States Trucking LLC Delaware3
- Clue Opco LLC Delaware3
- Clue Parent Merger Sub LLC Delaware3
- Epic Freight Solutions LLC Wyoming3
- FACSBI, LLC Delaware3
- FAF, LLC Tennessee3
- Forward Air Corporation Delaware3
- Forward Air Logistics Services, LLC Michigan3
- Forward Air Royalty, LLC Delaware3
- Forward Air Services, LLC Delaware3
- Forward Air Tech. & Logistics Services LLC Tennessee3
- Forward Air, LLC Tennessee3
- Ground Express Service, Inc. California3
- IVIA Services, LLC Delaware3
All 70 listed subsidiaries
- Mach 1 Aero Servicios, S. de R.L. de C.V. Mexico3
- Mach 1 Air Services (Hong Kong) Ltd. Hong Kong3
- Mach 1 Air Services (Hong Kong), LLC Delaware3
- Mach 1 Air Services (Mexico), LLC Delaware3
- Mach 1 Air Services, LLC Delaware3
- Mach 1 Global Services (Hong Kong) Ltd. – 60% Hong Kong3
- Mach 1 Global Services (India), LLC Delaware3
- Mach 1 Global Services (Indonesia), LLC Delaware3
- Mach 1 Global Services (U.A.E.), LLC Delaware3
- Mach 1 Global Supply Chain Services India Pvt. Ltd. India3
- Mach 1 Servicios Administrativos, S de RL de CV Mexico3
- Millhouse Express Services, LLC Delaware3
- Millhouse Logistics Services, LLC Delaware3
- Millhouse Mexico S. de R.L. de C.V. Mexico3
- Millhouse Romania SRL Romania3
- Omni All In (Singapore) Pte. Ltd. Singapore3
- Omni All In (UK) Ltd. UK3
- Omni Holdco, LLC Delaware3
- Omni Intermediate Holdings, LLC Delaware3
- Omni Logistics (Chile) SpA Chile3
- Omni Logistics (Hong Kong) Ltd. Hong Kong3
- Omni Logistics (Japan) Co., Ltd. Japan3
- Omni Logistics (Malaysia) Sdn Bhd Malaysia3
- Omni Logistics (Peru) S.R.L. Peru3
- Omni Logistics (Taiwan) Ltd. Taiwan3
- Omni Logistics (Thailand) Ltd. Thailand3
- Omni Logistics Co., Ltd. South Korea3
- Omni Logistics Colombia S.A.S. Colombia3
- Omni Logistics Germany GmbH Germany3
- Omni Logistics, LLC Delaware3
- Omni Newco, LLC Delaware3
- Omni Parent, LLC Delaware3
- Omni Philippines Freight Services, Inc. Philippines3
- Omni Trade Services, LLC Delaware3
- Pacific Logistics, LLC Delaware3
- Synergy Cargo Logistics, Inc. California3
- T L World (Pvt.) Ltd. – 40% Sri Lanka3
- TAF, LLC Indiana3
- TQI Holdings, LLC Delaware3
- TQI LLC Michigan3
- Towne Air Freight, LLC Indiana3
- Towne Holdings, LLC Delaware3
- Trinity Logistics (H.K.) Co., Ltd. Hong Kong3
- Trinity Logistics USA, Inc. New York3
- Trinity Logistics Viet Nam Inc Co., Ltd. Vietnam3
- Trinity Logistics Worldwide Canada Inc. Canada3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- LANDAIR SERVICES INCFeb 9, 1995 to Aug 14, 19982
Timeline
- Aug 5, 20268-K Results of operations74
- Jul 21, 20268-K Regulation FD disclosure75
- Jul 10, 20268-K Executive or director change76
- Jun 17, 20268-K Shareholder vote77
- May 7, 20268-K Results of operations78
- Apr 29, 20268-K Executive or director change79
- Feb 23, 20268-K Results of operations80
- Nov 5, 20258-K Results of operations81
- Oct 15, 20258-K Executive or director change82
- Sep 2, 20258-K Executive or director change83
- Aug 11, 20258-K Results of operations84
- Jul 14, 20258-K Executive or director change85
- May 1, 2024New chief executive Shawn Stewart becomes CEO14
- Feb 14, 2006New chief executive Bruce A. Campbell becomes CEO15
Calendar
Coming up
- Nov 9, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.52) a share, on Nov 5, 2025.86
When it reported results
- Aug 5, 2026Reported quarterly or annual results74
- May 7, 2026Reported quarterly or annual results78
- Feb 23, 2026Reported quarterly or annual results80
- Nov 5, 2025Reported quarterly or annual results81
- Aug 11, 2025Reported quarterly or annual results84
- May 7, 2025Reported quarterly or annual results87
- Apr 21, 2025Reported quarterly or annual results88
- Apr 9, 2025Reported quarterly or annual results89
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
410 filings to the SEC since October 2021: 9 annual reports, 15 quarterly reports, 85 major events, 199 insider forms, 31 large holders, 71 other. The latest 20:
- Aug 13, 2026SCHEDULE 13G EDGAR
- Aug 6, 2026SCHEDULE 13G EDGAR
- Aug 5, 202610-Q EDGAR
- Aug 5, 20268-K EDGAR
- Jul 28, 2026SCHEDULE 13G EDGAR
- Jul 21, 20268-K EDGAR
- Jul 10, 20268-K EDGAR
- Jul 8, 2026SCHEDULE 13G/A EDGAR
- Jun 29, 20263 EDGAR
- Jun 29, 20263 EDGAR
- Jun 29, 20263 EDGAR
- Jun 29, 20263 EDGAR
- Jun 29, 20263 EDGAR
- Jun 29, 20263 EDGAR
- Jun 25, 2026S-8 EDGAR
- Jun 22, 20264 EDGAR
- Jun 22, 20264 EDGAR
- Jun 22, 20264 EDGAR
- Jun 17, 20268-K EDGAR
- May 12, 2026SCHEDULE 13G/A EDGAR
The 410 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
30 open-market trades by officers, directors and large owners since October 2021: 20 buys and 10 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Nov 12, 2025 | Cetus Capital VI, L.P.10% owner | Sale | 10,000 | $22.38 | $223.8K | Form 4 |
| Nov 11, 2025 | Cetus Capital VI, L.P.10% owner | Sale | 67,163 | $21.71 | $1.5M | Form 4 |
| Nov 10, 2025 | Cetus Capital VI, L.P.10% owner | Sale | 120,000 | $21.83 | $2.6M | Form 4 |
| Nov 6, 2025 | Cetus Capital VI, L.P.10% owner | Sale | 75,000 | $21.85 | $1.6M | Form 4 |
| Oct 20, 2025 | Cetus Capital VI, L.P.10% owner | Buy | 225,000 | $17.93 | $4.0M | Form 4 |
| Oct 14, 2025 | Cetus Capital VI, L.P.10% owner | Sale | 30,000 | $21.42 | $642.6K | Form 4 |
| Aug 25, 2023 | MITCHIN KYLE RChief People Officer | Buy | 1,093 | $68.63 | $75.0K | Form 4 |
| Aug 25, 2023 | RUBLE CHRIS CChief Operating Officer | Buy | 1,433 | $69.77 | $100.0K | Form 4 |
| Aug 22, 2023 | Ronning Nancee LChief Commercial Officer | Buy | 315 | $64.65 | $20.4K | Form 4 |
| Aug 18, 2023 | POLIT JAVIERDirector | Buy | 1,000 | $64.59 | $64.6K | Form 4 |
| Aug 18, 2023 | LYNCH GEORGE MDirector | Buy | 500 | $63.28 | $31.6K | Form 4 |
| Aug 18, 2023 | Carlock CraigDirector | Buy | 1,600 | $64.84 | $103.7K | Form 4 |
| Aug 18, 2023 | Mayes George S JRDirector | Buy | 500 | $64.00 | $32.0K | Form 4 |
| Aug 18, 2023 | Campbell C RobertDirector | Buy | 5,000 | $64.33 | $321.6K | Form 4 |
| Aug 18, 2023 | MITCHIN KYLE RChief People Officer | Buy | 398 | $64.12 | $25.5K | Form 4 |
| Aug 17, 2023 | ALLEN RONALD WDirector | Buy | 2,000 | $64.06 | $128.1K | Form 4 |
| Aug 17, 2023 | Nayak ChitraDirector | Buy | 1,600 | $63.76 | $102.0K | Form 4 |
| Aug 17, 2023 | Schmitt ThomasPresident & CEO | Buy | 16,050 | $62.70 | $1.0M | Form 4 |
| Aug 17, 2023 | Tucker Laurie AnneDirector | Buy | 4,000 | $61.23 | $244.9K | Form 4 |
| Aug 17, 2023 | Hance Michael LCLO and Secretary | Buy | 411 | $60.66 | $24.9K | Form 4 |
All 30 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- BarclaysSCHEDULE 13G, 1 filing Aug 13, 202690
- FMR LLCSCHEDULE 13G, 1 filing Aug 6, 202691
- Bracebridge Capital, LLCSCHEDULE 13G, 1 filing Jul 28, 202692
- BlackRockSCHEDULE 13G/A, 9 filings Jan 26, 2022 to Jul 8, 202693
- Cetus Capital VI, L.P.SCHEDULE 13G/A, 3 filings Jun 13, 2024 to May 12, 202694
- VANGUARD GROUP INCSCHEDULE 13G/A, 6 filings Feb 10, 2022 to Mar 26, 202695
- CLEARLAKE CAPITAL GROUP, L.P.SCHEDULE 13D/A, 3 filings May 9, 2024 to Jul 3, 202596
- Ridgemont Equity Management III, LLCSC 13D/A, 2 filings Feb 5, 2024 to Aug 12, 202497
- Neuberger BermanSC 13G/A, 2 filings Feb 10, 2023 to Nov 9, 202398
- Ancora Advisors LLCSC 13D/A, 2 filings Feb 14, 2022 to Feb 16, 202299
- ArrowMark Colorado Holdings LLCSC 13G/A, 1 filing Feb 14, 2022100
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2025 | Shawn StewartChief Executive Officer | 52 | $900.0K | $5.6M101 |
| 2025 | Jamie PiersonChief Financial Officer | 56 | $625.0K | $3.1M101 |
| 2025 | Jerome LorrainExecutive Chairman | 50 | $234.2K | $1.5M101 |
| 2025 | Michael L. HanceChief Legal Officer and Secretary | 54 | $500.0K | $1.4M101 |
| 2025 | Eric BrandtChief Commercial Officer | 45 | $525.0K | $1.3M101 |
| 2024 | Shawn StewartChief Executive Officer | 52 | $588.5K | $4.6M101 |
| 2024 | Michael L. HanceChief Legal Officer and Secretary | 54 | $593.5K | $2.0M101 |
| 2024 | Jamie PiersonChief Financial Officer | 56 | $300.5K | $1.7M101 |
| 2023 | Michael L. HanceChief Legal Officer and Secretary | 54 | $456.0K | $1.0M101 |
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| Clearlake Capital Group, L.P. | 3,825,000 | $51.7M | 9.8% | No change |
| BlackRock, Inc. | 2,774,600 | $37.5M | 0.0% | −925,487 |
| Fmr LLC | 2,008,264 | $27.1M | 0.0% | +921,615 |
| Bracebridge Capital, LLC | 1,404,913 | $19.0M | 4.1% | New |
| Vanguard Capital Management LLC | 1,169,316 | $15.8M | 0.0% | +142,619 |
| Private Management Group Inc | 1,145,760 | $15.5M | 0.4% | −9,645 |
| Cibc World Market Inc. | 1,072,138 | $14.5M | 0.0% | +337,866 |
| D. E. Shaw & Co., Inc. | 1,000,105 | $13.5M | 0.0% | New |
| Barclays PLC | 706,620 | $9.5M | 0.0% | +691,102 |
| Deutsche Bank Ag\ | 613,841 | $8.3M | 0.0% | +354,530 |
| Bnp Paribas Financial Markets | 596,864 | $8.1M | 0.0% | +116,668 |
| Geode Capital Management, LLC | 581,416 | $7.9M | 0.0% | +29,856 |
| State Street Corp | 579,828 | $7.8M | 0.0% | −473,531 |
| Qube Research & Technologies Ltd | 565,049 | $7.6M | 0.0% | New |
| Jane Street Group, LLC | 492,458 | $6.7M | 0.0% | −348 |
| Morgan Stanley | 464,489 | $6.3M | 0.0% | +46,960 |
| Charles Schwab Investment Management Inc | 425,287 | $5.7M | 0.0% | −72,402 |
| Millennium Management LLC | 422,193 | $5.7M | 0.0% | +319,099 |
| Timucuan Asset Management Inc/fl | 398,551 | $5.4M | 0.2% | New |
| Diameter Capital Partners LP | 350,000 | $4.7M | 0.6% | New |
| Tudor Investment Corp Et Al | 343,130 | $4.6M | 0.0% | +295,964 |
| Jump Financial, LLC | 312,046 | $4.2M | 0.0% | +115,246 |
| Dimensional Fund Advisors LP | 300,403 | $4.1M | 0.0% | −18,455 |
| Jpmorgan Chase & Co | 274,517 | $4.0M | 0.0% | +130,310 |
| Mill Road Capital Management LLC | 292,250 | $3.9M | 1.9% | +65,500 |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How FORWARD AIR CORP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARFORWARD AIR CORP1
- CIK0000912728
- Employer ID (EIN)62-11200254
- Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)4731 Arrangement of Transportation of Freight & Cargo1
- SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
- Business address3200 Olympus Boulevard, Suite 300, Dallas, TX 750191
- Phone817-552-52701
- Shares outstanding33,780,862 as of Jul 29, 202611
- Public float$598.5M as of Jun 30, 20254
- AuditorKPMG LLP, Dallas, Texas PCAOB ID 185; it also attests to the company’s internal control over financial reporting4
- On EDGAR sinceFeb 9, 19951
- Filings1,934 in all: 4 (1,064), 8-K (293), SC 13G/A (117), 10-Q (92), 3 (60), SC 13G (41), DEF 14A (30), 10-K (26)1
All 43 form types
4/A (24), DEFA14A (22), UPLOAD (18), CORRESP (16), 144 (12), S-8 (12), 424B3 (9), S-8 POS (9), 8-K/A (8), SC 13D/A (8), 10-K/A (6), ARS (6), 5 (5), SCHEDULE 13G/A (5), 10-K405 (4), DFAN14A (4), POS AM (4), PRE 14A (4), SC 13D (4), 3/A (3), EFFECT (3), PX14A6G (3), S-3/A (3), SCHEDULE 13G (3), 10-Q/A (2), 424A (2), 424B4 (2), NT 10-K (2), S-3 (2), 8-A12G (1), 8-K12B (1), NT 10-Q (1), S-1 (1), S-1/A (1), SCHEDULE 13D/A (1)
- Latest filingsAnnual report (10-K) Mar 11, 2026
Quarterly report (10-Q) Aug 5, 2026
Proxy statement (DEF 14A) Apr 29, 2026
Latest 8-K (8-K) Aug 5, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.01 par value | FWRD | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 11, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks FORWARD AIR CORP names in Item 1A of its 10-K filed Mar 11, 2026: 46 risks under these headings, as written.4
- 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.
- Inflation may increase our operating expenses and lower profitability.
- 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.
- 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.
- We experience customer concentration which could adversely impact our 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.
- 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 you that our evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders.
- We 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.
The other 35 risks
- 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 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 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.
- 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.
- 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.
- 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.
- Difficulty in forecasting timing or volumes of customer shipments could adversely impact our margins and operating results.
- 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.
- 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 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.
- 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.
- Claims for property damage, personal injuries or workers’ compensation and related expenses 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.
- 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 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.
- 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 our ability to compete in international markets and subject us to liability if we violate such controls.
- If our employees were to unionize, our operating costs would likely increase.
- Our charter and bylaws and provisions of Delaware law could discourage or prevent a takeover that may be considered favorable.
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 transactions until a shareholder vote was held. The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement from closing but later dissolved it on October 25, 2023. Thereafter, the parties to the Amended Merger Agreement completed the Omni Acquisition. On May 2, 2024, Original Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System (together, “Plaintiffs”) filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief. Upon receiving leave of court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”). Like the earlier Shareholder Complaint (and subsequent amendment), the Second Amended Complaint challenges the directors’ determination not to subject the Omni Acquisition to a shareholder vote and alleges that, in so doing, the Company and certain of its now former directors (collectively, “Defendants,” and together with Plaintiffs, the “Parties”) violated Tennessee corporate law. The Second Amended Complaint further alleges that certain of the Company’s now former directors breached their fiduciary duties to shareholders by depriving them of the right to vote on the Omni Acquisition.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11
- 12
- 13
- 14
- 15
- 16SEC EDGARJerome Jean-Pierre Lorrain, Chair
- 17SEC EDGARBruce A. Campbell, Chair
- 18SEC EDGARAltena Jonathan Van, President
- 19
- 20SEC EDGARJustin Lindsay, President
- 21SEC EDGARChris C. Ruble, President
- 22SEC EDGARMatthew J. Jewell, President
- 23
- 24
- 25
- 26
- 27
- 28
- 29
- 30
- 31
- 32
- 33SEC EDGARJamie G. Pierson, Officer
- 34
- 35
- 36
- 37
- 38
- 39
- 40
- 41
- 42
- 43
- 44
- 45SEC EDGARRodney L. Bell, VP & Controller
- 46SEC EDGARMichael P. McLean, VP & Controller
- 47
- 48
- 49
- 50SEC EDGARDale W. Boyles, Board member
- 51
- 52SEC EDGARChitra Nayak, Board member
- 53SEC EDGARGeorge S. Mayes Jr., Board member
- 54SEC EDGARScott M. Niswonger, Board member
- 55SEC EDGARJavier Polit, Board member
- 56SEC EDGARLaurie Anne Tucker, Board member
- 57SEC EDGARValerie A. Bonebrake, Board member
- 58SEC EDGARW. Gilbert West, Board member
- 59SEC EDGARAna B. Amicarella, Board member
- 60
- 61SEC EDGARDoug Madden, Board member
- 62SEC EDGARCraig Carlock, Board member
- 63SEC EDGARLarry D. Leinweber, Board member
- 64SEC EDGARTracy A. Leinbach, Board member
- 65SEC EDGARGary L. Paxton, Board member
- 66SEC EDGARC. John Langley Jr., Board member
- 67SEC EDGARB. Clyde Preslar, Board member
- 68SEC EDGARRay A. Mundy, Board member
- 69SEC EDGARRichard W. Hanselman, Board member
- 70SEC EDGARC. Robert Campbell, Board member
- 71SEC EDGARGeorge M. Lynch, Board member
- 72SEC EDGARMichael L. Hance, General counsel
- 73SEC EDGARMatthew J. Jewell, General counsel
- 74SEC EDGARResults of operations
- 75SEC EDGARRegulation FD disclosure
- 76SEC EDGARExecutive or director change
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