Statistik Asas
| CIK | 912728 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Forward Air Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Iden |
|
| August 11, 2025 |
Exhibit 10.6 FORWARD AIR CORPORATION NOTICE OF GRANT OF RESTRICTED SHARES The Participant has been granted an award (the “Award”) of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Forward Air Corporation, a Delaware corporation (the “Company”), pursuant to the Forward Air Corporation 2025 Omnibus Incentive Compensation Plan (the “Plan”) and |
|
| August 11, 2025 |
Exhibit 2.1 PLAN OF MERGER This Plan of Merger (this “Agreement”), dated as of April 30, 2025, is between Forward Air Corporation, a Tennessee corporation (“FWRD-Tennessee”), and FA-Delaware Corporation, a Delaware corporation and wholly owned subsidiary of FWRD-Tennessee (“FWRD-Delaware”). RECITALS A. FWRD-Tennessee is a corporation duly organized and existing under the laws of Tennessee; B. FWRD |
|
| August 11, 2025 |
Exhibit 10.5 FORWARD AIR CORPORATION NOTICE OF GRANT OF PERFORMANCE SHARES The Participant has been granted an award of an opportunity to receive a number of Performance Shares (the “Award”) pursuant to the Forward Air Corporation 2025 Omnibus Incentive Compensation Plan (the “Plan”) and the Employee Performance Share Agreement attached hereto (the “Agreement”), as follows: Participant: Employee I |
|
| August 11, 2025 |
Forward Air Corporation 2025 Non-Employee Director Stock Plan. Exhibit 10.2 FORWARD AIR CORPORATION 2025 NON-EMPLOYEE DIRECTOR STOCK PLAN (effective JUNE 11, 2025) TABLE OF CONTENTS Page Section 1 Establishment; Purpose 1 Section 2. Administration 1 Section 3. Shares of Common Stock Subject to the Plan 1 (a) Number of Shares Issuable Under the Plan 1 (b) Adjustments 1 (c) Source of Shares 1 Section 4. Eligibility 1 Section 5. Grants of Awards 2 (a) Annual Gra |
|
| August 11, 2025 |
Forward Air Corporation 2025 Omnibus Incentive Compensation Plan. Exhibit 10.1 FORWARD AIR CORPORATION 2025 OMNIBUS INCENTIVE COMPENSATION PLAN Table of Contents 1.History; Effective Date 3 2.Purposes of the Plan 3 3.Terminology 3 4.Administration 3 (a) Administration of the Plan 3 (b) Powers of the Administrator 3 (c) Delegation of Administrative Authority 5 (d) Non-Uniform Determinations 5 (e) Limited Liability 5 (f) Indemnification 5 (g) Effect of Administrat |
|
| August 11, 2025 |
Exhibit 10.3 Non-Employee Director Restricted Stock Agreement Grantee: No. of Shares: This Agreement (the “Agreement”) evidences the award of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Forward Air Corporation, a Delaware corporation (the “Company”), granted to you, , effective as of , 20 (the “Grant Date”), pursuant to the Forward Air Co |
|
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) DE 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifica |
|
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as specif |
|
| August 11, 2025 |
fwrd2q25earningspresenta Forward Air Corporation Earnings Presentation 2Q25 August 11, 2025 E a r n i n g s P r e s e n t a t i o n Statements & Disclaimers Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
|
| August 11, 2025 |
Exhibit 10.4 Certain portions of this exhibit, marked by [***], have been excluded because they are both not material and are the type of information that the registrant treats as private or confidential. FORWARD AIR CORPORATION NOTICE OF GRANT OF RESTRICTED SHARES The Participant has been granted an award (the “Award”) of restricted shares (each, an “Award Share,” and collectively, the “Award Sha |
|
| August 11, 2025 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS SECOND QUARTER 2025 RESULTS Consolidated Revenue and Operating Income Improved Sequentially Expedited Freight Segment Reports Highest Reported EBITDA Margin in Six Quarters GREENEVILLE, Tenn. |
|
| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identi |
|
| July 14, 2025 |
, 2025, between Forward Air Corporation and Jerome Lorrain. JL (Initials) Exhibit 10.1 Certain portions of this exhibit, marked by [***], have been excluded because they are both not material and are the type of information that the registrant treats as private or confidential. July 11, 2025 Via Email ([***]) Jérôme Lorrain Dear Jérôme: On behalf of Forward Air Corporation (the “Company”), I am pleased to offer you the position of Executive Chairman. In yo |
|
| June 30, 2025 |
As filed with the Securities and Exchange Commission on June 30, 2025 As filed with the Securities and Exchange Commission on June 30, 2025 Registration No. |
|
| June 30, 2025 |
As filed with the Securities and Exchange Commission on June 30, 2025 As filed with the Securities and Exchange Commission on June 30, 2025 Registration No. |
|
| June 30, 2025 |
As filed with the Securities and Exchange Commission on June 30, 2025 As filed with the Securities and Exchange Commission on June 30, 2025 Registration No. |
|
| June 30, 2025 |
As filed with the Securities and Exchange Commission on June 30, 2025 As filed with the Securities and Exchange Commission on June 30, 2025 Registration No. |
|
| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025 As filed with the Securities and Exchange Commission on June 16, 2025 Registration No. |
|
| June 16, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shawn Stewart and Jamie G. Pierson, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each |
|
| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025 As filed with the Securities and Exchange Commission on June 16, 2025 Registration No. |
|
| June 16, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shawn Stewart and Jamie G. Pierson, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each |
|
| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025 As filed with the Securities and Exchange Commission on June 16, 2025 Registration Statement No. |
|
| June 16, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shawn Stewart and Jamie G. Pierson, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each |
|
| June 16, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shawn Stewart and Jamie G. Pierson, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each |
|
| June 16, 2025 |
As filed with the Securities and Exchange Commission on June 16, 2025 As filed with the Securities and Exchange Commission on June 16, 2025 Registration No. |
|
| June 13, 2025 |
As filed with the Securities and Exchange Commission on June 13, 2025 As filed with the Securities and Exchange Commission on June 13, 2025 Registration Statement No. |
|
| June 13, 2025 |
Press Release of Forward Air Corporation, dated Ju June 12, 2025 Forward Air Corporation Announces Results of 2025 Annual Meeting and Board Changes Shareholders Approve Reincorporation to Delaware GREENEVILLE, Tenn. |
|
| June 13, 2025 |
Amended and Restated Bylaws of Forward Air Corporation. Exhibit 3.2 FORWARD AIR CORPORATION BYLAWS As Adopted and Effective on June 13, 2025 TABLE OF CONTENTS Page STOCKHOLDERS MEETINGS 1 1. Time and Place of Meetings 1 2. Annual Meetings 1 3. Special Meetings 1 4. Notice of Meetings 5 5. Inspectors 5 6. Quorum 5 7. Voting; Proxies 6 8. Order of Business 6 9. Notice of Stockholder Proposals 7 10. Notice of Director Nominations 10 11. Additional Provisi |
|
| June 13, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Forward Air Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(3) Equity Common Stock, par value $0. |
|
| June 13, 2025 |
Exhibit 4.1 DESCRIPTION OF FORWARD AIR’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description sets forth certain material terms and provisions of the securities of Forward Air Corporation, a Delaware corporation (the “Company”), that are registered under Section 12 of the Securities Exchange Act of 1934, as amend |
|
| June 13, 2025 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FORWARD AIR CORPORATION ARTICLE I The name of the corporation is Forward Air Corporation (the “Company”). ARTICLE II The address of the Company’s registered office in the State of Delaware is 850 New Burton Road, Suite 201, Dover, County of Kent, Delaware 19904. The name of the Company’s registered agent at such address is Cogency Gl |
|
| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Delaware 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identi |
|
| June 13, 2025 |
Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Shawn Stewart and Jamie G. Pierson, or any of them, each acting alone, as the true and lawful attorney-in-fact or attorneys-in-fact for each of the undersigned, with full power of substitution and resubstitution, and in the name, place and stead of each |
|
| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Forward Air Corporation 2. Name of Person Relying on Exemption: Ancora Alternatives LLC 3. Address of Person Relying on the Exemption: C/O ANCORA HOLDINGS GROUP, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 4 |
|
| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| May 21, 2025 |
FORWARD AIR CORPORATION UP TO 11,683,943 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration No. 333-280102 PROSPECTUS FORWARD AIR CORPORATION UP TO 11,683,943 SHARES OF COMMON STOCK This prospectus relates to the offer and sale from time to time by the selling shareholders named in this prospectus (the “selling shareholders”) of up to 11,683,943 shares of Common Stock, par value $0.01 (“Common Stock”) of Forward Air Corporation (the “Company, |
|
| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Forward Air Corporation 2. Name of Person Relying on Exemption: Ancora Alternatives LLC 3. Address of Person Relying on the Exemption: C/O ANCORA HOLDINGS GROUP, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 4 |
|
| May 14, 2025 |
Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, Tennessee 37745 Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, Tennessee 37745 May 14, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
|
| May 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
|
| May 8, 2025 |
As filed with the Securities and Exchange Commission on May 8, 2025 As filed with the Securities and Exchange Commission on May 8, 2025 Registration No. |
|
| May 7, 2025 |
Separation and General Release Agreement, Exhibit 10.1 Certain portions of this exhibit, marked by [***], have been excluded because they are both not material and are the type of information that the registrant treats as private or confidential. SETTLEMENT AGREEMENT, GENERAL RELEASE AND WAIVER THIS SETTLEMENT AGREEMENT, GENERAL RELEASE AND WAIVER (this “Agreement” or “Release”) is made and entered into by and between Rebecca Garbrick (“E |
|
| May 7, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification |
|
| May 7, 2025 |
Exhibit 10.2 Certain portions of this exhibit, marked by [***], have been excluded because they are both not material and are the type of information that the registrant treats as private or confidential. FORWARD AIR CORPORATION NOTICE OF GRANT OF RESTRICTED SHARES The Participant has been granted an award (the “Award”) of restricted shares (each, an “Award Share,” and collectively, the “Award Sha |
|
| May 7, 2025 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2025 RESULTS Consolidated Financial Results Improved Year-Over-Year Operational Execution Leads to Sequential Pricing and Margin Improvement at the Expedited Freight Segment Strong Liquidity Position Increased to $393 Million GREENEVILLE, Tenn. |
|
| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Forward Air Corporation 2. Name of Person Relying on Exemption: Ancora Alternatives LLC 3. Address of Person Relying on the Exemption: C/O ANCORA HOLDINGS GROUP, LLC 6060 Parkland Boulevard, Suite 200 Cleveland, Ohio 4 |
|
| May 7, 2025 |
Forward Air Corporation Earnings Presentation 1Q25 May 7, 2025 E a r n i n g s P r e s e n t a t i o n Statements & Disclaimers Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
|
| May 7, 2025 |
May 8, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D. |
|
| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as speci |
|
| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
|
| May 1, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 3) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Commission file number: 000-22490 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
|
| April 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| April 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Commission file number: 000-22490 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
|
| April 9, 2025 |
NEWS RELEASE FORWARD AIR CORPORATION PROVIDES SELECT FIRST QUARTER 2025 UPDATES EXPECTS STRONGER LIQUIDITY ON SEQUENTIAL BASIS ESTIMATES 1Q25 CONSOLIDATED EBITDA TO BE BETWEEN $54 MILLION TO $59 MILLION ESTIMATES THAT BETWEEN 10% TO 15% OF 2024 REVENUES WOULD HAVE BEEN IMPACTED BY RECENTLY ANNOUNCED TARIFFS GREENEVILLE, Tenn. |
|
| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificati |
|
| March 31, 2025 |
As filed with the Securities and Exchange Commission on March 31, 2025 As filed with the Securities and Exchange Commission on March 31, 2025 Registration No. |
|
| March 27, 2025 |
PROSPECTUS SUPPLEMENT NO. 7 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 March 27, 2025 PROSPECTUS SUPPLEMENT NO. 7 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms a part of the Company’s Regi |
|
| March 27, 2025 |
Letter from Ernst & Young LLP, dated March 27, 2025. Exhibit 16.1 March 27, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated March 27, 2025 of Forward Air Corporation and are in agreement with the statements contained in the second, third, fourth, fifth, and sixth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the regi |
|
| March 27, 2025 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| March 26, 2025 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 March 26, 2025 PROSPECTUS SUPPLEMENT NO. 6 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms a part of the Company’s Regi |
|
| March 25, 2025 |
Exhibit 4.2 DESCRIPTION OF FORWARD AIR’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description sets forth certain material terms and provisions Forward Air Corporation’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the An |
|
| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 Commission file number: 000-22490 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi |
|
| March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 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 Commission file number: 000-22490 OR ☐ 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. 000-2 |
|
| March 24, 2025 |
Exhibit 10.46 GENERAL RELEASE AND WAIVER 1. I, Kyle Mitchin (“Executive”), in consideration of and subject to the performance by Forward Air Corporation (together with its Affiliates, the “Company Parties”) of its obligations under Section 4.01 of the Forward Air Corporation Executive Severance and Change in Control Plan, as amended from time to time before the date hereof (the “Plan”), do hereby |
|
| March 24, 2025 |
Exhibit 10.47 GENERAL RELEASE AND WAIVER 1. I, Chris Ruble (“Executive”), in consideration of and subject to the performance by Forward Air Corporation (together with its Affiliates, the “Company Parties”) of its obligations under Section 4.01 of the Forward Air Corporation Executive Severance and Change in Control Plan, as amended from time to time before the date hereof (the “Plan”), do hereby r |
|
| March 24, 2025 |
Exhibit 19.1 FORWARD AIR CORPORATION INSIDER TRADING POLICY Adopted on October 22, 2024 The Board of Directors (the “Board”) of Forward Air Corporation (together with its affiliates and subsidiaries, the “Company,” “we,” “our,” or “Forward Air”) has adopted this Insider Trading Policy (this “Policy”) in order to take an active role in the prevention of insider trading violations by our Executives |
|
| March 24, 2025 |
Exhibit 4.2 DESCRIPTION OF FORWARD AIR’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description sets forth certain material terms and provisions Forward Air Corporation’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the An |
|
| March 24, 2025 |
Exhibit 21.1 FORWARD AIR CORPORATION SUBSIDIARIES State of Incorporation Forward Air Corporation Tennessee Central States Logistics, Inc. Illinois Clue Parent Merger Sub LLC Delaware Clue Opco LLC Delaware Forward Air, LLC Tennessee Forward Air Royalty, LLC Delaware Forward Air Services, LLC Delaware Forward Air Tech. & Logistics Services LLC Tennessee FACSBI, LLC Delaware Towne Holdings, LLC Dela |
|
| March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-22490 CUSIP Number 349853101 NOTIFICATION OF LATE FILING (Check one) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Repor |
|
| February 26, 2025 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Full year results near the top end of guidance range Executed more than $100 million in annualized cost synergies in first year following Omni transaction Transitioning from Integration to Transformation GREENEVILLE, Tenn. |
|
| February 26, 2025 |
Forward Air 4Q24 Earnings Presentation February 26, 2025 2 Statements & Disclaimers Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
|
| February 26, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifi |
|
| January 21, 2025 |
First Amendment to the Company’s Severance Plan, dated as of January 14, 2025 ACTIVE 706263668v1 FIRST AMENDMENT TO AMENDED AND RESTATED FORWARD AIR CORPORATION EXECUTIVE SEVERANCE AND CHANGE IN CONTROL PLAN THIS FIRST AMENDMENT (this “Amendment”) is made as of January 14, 2025, by Forward Air Corporation, a Tennessee corporation (the “Company”), to the Amended and Restated Forward Air Corporation Executive Severance and Change in Control Plan (the “Plan”). |
|
| January 21, 2025 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 January 21, 2025 PROSPECTUS SUPPLEMENT NO. 5 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms) a part of the Company’s R |
|
| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
|
| January 6, 2025 |
Press Release of Forward Air Corporation, dated January 6, 2025 |
|
| January 6, 2025 |
Exhibit 10.1 Execution Version AMENDMENT NO. 3, dated as of December 30, 2024 (this “Amendment”), relating to the CREDIT AGREEMENT dated as of December 19, 2023 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among CLUE OPCO LLC, a Delaware limited liability comp |
|
| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifi |
|
| January 6, 2025 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 January 6, 2025 PROSPECTUS SUPPLEMENT NO. 4 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms) a part of the Company’s Re |
|
| December 6, 2024 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 December 6, 2024 PROSPECTUS SUPPLEMENT NO. 3 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms a part of the Company’s Re |
|
| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
|
| November 8, 2024 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 November 8, 2024 PROSPECTUS SUPPLEMENT NO. 2 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms a part of the Company’s Re |
|
| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as s |
|
| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
|
| November 4, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
|
| November 4, 2024 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS THIRD QUARTER 2024 RESULTS Focus pivoting from completing Omni integration and capturing cost synergies to global transformation Stronger cash flow from operations led to increase in liquidity Announces addition of new Chief Commercial Officer GREENEVILLE, Tenn. |
|
| November 4, 2024 |
Forward Air 3Q24 Earnings Presentation November 4, 2024 Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
|
| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Ident |
|
| October 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identif |
|
| August 14, 2024 |
FWRD / Forward Air Corporation / CLEARLAKE CAPITAL GROUP, L.P. - SC 13D Activist Investment SC 13D 1 ef20032426sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Forward Air Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 349853101 (CUSIP Number) John Cannon c/o Clearlake Capital Group, L.P. 233 Wilshire Blvd, Suite 800 Santa M |
|
| August 14, 2024 |
EX-99.1 2 ef20032426ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agre |
|
| August 12, 2024 |
FWRD / Forward Air Corporation / Ridgemont Equity Management III, LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Forward Air Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 49853101 (CUSIP Number) Ridgemont Equity Management III, LLC 101 S Tryon St Ste 3400, Charlotte, NC 28280 (704) 944-0914 (Name, Address and Telephone Number of P |
|
| August 9, 2024 |
Exhibit 10.5 [FORM RESTRICTED SHARE RETENTION AWARD AGREEMENT] FORWARD AIR CORPORATION NOTICE OF GRANT OF RESTRICTED SHARES The Participant has been granted an award (the “Award”) of restricted shares (each, an “Award Share,” and collectively, the “Award Shares”) of the Common Stock of Forward Air Corporation, a Tennessee corporation (the “Company”), pursuant to the Forward Air Corporation 2016 Om |
|
| August 9, 2024 |
Form of Executive Retention Bonus Agreement Exhibit 10.7 [FORM] FORWARD AIR CORPORATION RETENTION BONUS AGREEMENT This RETENTION BONUS AGREEMENT (this “Agreement”) is made and entered into effective as of April 19, 2024 (the “Effective Date”) by and among Forward Air Corporation (the “Company”) and (the “Recipient”). The Recipient and the Company are each a “party” and together are “parties” to this Agreement. WHEREAS, the Recipient is empl |
|
| August 9, 2024 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280102 PROSPECTUS FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus relates to the offer and sale from time to time by the selling shareholders named in this prospectus (the “selling shareholders”) of up to 14,015,018 shares of Common Stock, par value $0.01 (“Common Stock”) of Forward Air Corporat |
|
| August 9, 2024 |
Form of Non-Employee Director Annual Compensation Agreements Exhibit 10.4 Form of Non-Employee Director Annual Compensation Agreement Grantee: No. of Tracking Shares Corresponding to the Annual Compensation Award: This Agreement (the “Agreement”), effective as of (the “Grant Date”), evidences the grant to you of a right to a compensation award (the “Annual Compensation Award”) equal to the value of shares of the Common Stock of Forward Air Corporation, a Te |
|
| August 9, 2024 |
FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-280102 August 9, 2024 PROSPECTUS SUPPLEMENT NO. 1 FORWARD AIR CORPORATION UP TO 14,015,018 SHARES OF COMMON STOCK This prospectus supplement amends the prospectus dated July 19, 2024 (as supplemented to date, the “Prospectus”) of Forward Air Corporation, a Tennessee corporation (the “Company”), which forms a part of |
|
| August 9, 2024 |
Jamie Pierson Offer Letter, dated as of July 3, 2024 exhibit102offerletterjam (Initials) July 3, 2024 Via Email (mailto:jpierson@forwardair. |
|
| August 9, 2024 |
Exhibit 10.3 PARTICIPATION AND RESTRICTIVE COVENANTS AGREEMENT This PARTICIPATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement” or this “Restrictive Covenants Agreement”) is entered into as of July 3, 2024, between Forward Air Corporation (the “Company”) and Jamie G. Pierson (the “Executive”) (jointly the “Parties”) pursuant to which the Executive accepts participation in the Forward Air C |
|
| August 9, 2024 |
Form of Enhanced Severance Program Exhibit 10.6 2024 FORWARD AIR CORPORATION SEVERANCE PROGRAM Section 1.Purpose The purpose of this 2024 Forward Air Corporation Severance Program (the “Program”) is to assist Forward Air Corporation (the “Company”) in motivating and encouraging certain employees of the Company and its Affiliates who have significant responsibility for the long-term success of the Company and who are integral to the |
|
| August 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as specif |
|
| August 9, 2024 |
James Faught Offer Letter, dated as of June 11, 2024 exhibit101offerletterjam June 11 2024 James Faught On behalf of Forward Air Services, LLC, I am pleased to offer you the position of Chief Accounting Officer, working in Irving, TX reporting directly to Kyle Mitchin. |
|
| August 7, 2024 |
a2q24resultspresentation Forward Air 2Q24 Earnings Presentation August 7, 2024 Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
|
| August 7, 2024 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS SECOND QUARTER 2024 RESULTS Positive momentum despite softness in freight market Continues to accelerate integration, synergy capture and cost elimination GREENEVILLE, Tenn. |
|
| August 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| July 17, 2024 |
Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, Tennessee 33745 Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, Tennessee 33745 July 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| July 9, 2024 |
As filed with the Securities and Exchange Commission on July 8, 2024 As filed with the Securities and Exchange Commission on July 8, 2024 Registration No. |
|
| July 5, 2024 |
1 FORWARD AIR CHARTERS NEXT PHASE OF GROWTH WITH EXPANSION OF FINANCIAL LEADERSHIP TEAM Names Jamie Pierson as Permanent Chief Financial Officer and Welcomes New Chief Accounting Officer GREENEVILLE, Tenn. |
|
| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificatio |
|
| June 28, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificati |
|
| June 28, 2024 |
a1q24300mperformanceupda Forward Air Provides Update on First Quarter 2024 Non-GAAP Financial Measures Consolidated EBITDA Increases from $300 Million to $324 Million Following Addition of Allowable Addbacks GREENEVILLE, Tenn. |
|
| June 17, 2024 |
As filed with the Securities and Exchange Commission on June 17, 2024 As filed with the Securities and Exchange Commission on June 17, 2024 Registration Statement No. |
|
| June 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Forward Air Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee(3) Equity Common Stock, par value $0. |
|
| June 13, 2024 |
FWRD / Forward Air Corporation / Cetus Capital VI, L.P. - SC 13G Passive Investment SC 13G 1 tm2417021d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Forward Air Corporation (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 349853101 (CUSIP Number) Cetus Capital VI, L.P. 8 Sound Shore Drive Suite 303 Greenwich, CT 06830 (203) 552-3500 Copy to: Sh |
|
| June 10, 2024 |
As filed with the Securities and Exchange Commission on June 10, 2024 As filed with the Securities and Exchange Commission on June 10, 2024 Registration No. |
|
| June 10, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificati |
|
| June 10, 2024 |
Subsidiaries of the registrant FORWARD AIR CORPORATION SUBSIDIARIES Jurisdiction of Incorporation Forward Air Corporation Tennessee Central States Logistics, Inc. |
|
| June 10, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF FORWARD AIR CORPORATION AND OMNI NEWCO, LLC The following unaudited pro forma condensed combined statements of operations are based on and derived from the separate historical financial statements of Forward Air Corporation (“Forward”) and Omni Newco, LLC (“Omni”), after giving effect to the Merger (as defined below), certain pre-closing reorganization transactions consummated in connection therewith and the other Transactions (as defined below), and the assumptions and preliminary pro forma adjustments described below in the notes to the unaudited pro forma condensed combined statements of operations. |
|
| June 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Forward Air Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
|
| June 10, 2024 |
1 OMNI NEWCO, LLC AND SUBSIDIARIES Consolidated Financial Statements As of December 31, 2023 and 2022 and for the Years then Ended and Independent Auditor’s Report 2 OMNI NEWCO, LLC AND SUBSIDIARIES Table of Contents Page Independent Auditor’s Report 3-4 Consolidated Financial Statements Consolidated Balance Sheets as of December 31, 2023 and 2022 5 Consolidated Statements of Operations and Compre |
|
| June 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificatio |
|
| May 21, 2024 |
May 20, 2024 Forward Air Announces Leadership Transition GREENEVILLE, Tenn.-(BUSINESS WIRE)- Forward Air Corporation (NASDAQ: FWRD) (“Forward” or the “Company”) today announced the appointment of Jamie G. Pierson as interim Chief Financial Officer effective May 20, 2024. Mr. Pierson succeeds Rebecca Garbrick, who is departing the Company. Ms. Garbrick will remain with the Company to assist with th |
|
| May 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificatio |
|
| May 21, 2024 |
Consulting Agreement, by and between the Company and Mr. Pierson, dated May 20, 2024. Pierson (May 2024) May 20, 2024 VIA EMAIL Jamie Pierson Dear Jamie: This letter agreement (this “Agreement”) sets forth the terms and conditions whereby Jamie Pierson (“Consultant” or “you”) agrees to provide certain services to Forward Air, LLC, with offices located at 1915 Snapps Ferry Road, Bldg. |
|
| May 20, 2024 |
ars2023 Notice of 2024 Annual Meeting of Shareholders, Proxy Statement and 2023 Annual Report May 17, 2024 Dear fellow owners, For those I have not already met, my name is Shawn Stewart, and I was appointed Chief Executive Officer of Forward on April 28, 2024. |
|
| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| May 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
|
| May 17, 2024 |
Dodd-Frank Executive Officer Clawback Policy ACTIVE 689146568v8 Forward Air Corporation Executive Officer Clawback Policy Approved by the Compensation Committee on November 28, 2023 (the “Adoption Date”) I. |
|
| May 17, 2024 |
ACTIVE 698674619v3 Exhibit 4.2 DESCRIPTION OF FORWARD AIR’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description sets forth certain material terms and provisions Forward Air Corporation’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of |
|
| May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No.1) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 Commission file number: 000-22490 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificatio |
|
| May 15, 2024 |
[[DMS:6351127v6:05/10/2024-09:07 AM]] Pursuant to the Merger Agreement (as defined below), for so long as the definitive agreement constituting the amended and restated limited liability company agreement of Opco (as defined below) contemplated by Section 7. |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as speci |
|
| May 15, 2024 |
EXECUTION VERSION [[6275894]] RELEASE AND SEPARATION AGREEMENT This Release and Separation Agreement (“Agreement” or “Release”) is entered into between Thomas Schmitt (“Employee”), and FORWARD AIR CORPORATION (“Forward”) on behalf of itself, its parent, affiliates, subsidiaries, (current and former), successors, predecessors, assigns, and any and all other related persons, firms, corporations and other legal entities and any and all of their respective officers, agents, employees, shareholders, directors and managers (current and former) (herein singularly and collectively called the “Company”). |
|
| May 15, 2024 |
PARTICIPATION AND RESTRICTIVE COVENANTS AGREEMENT This PARTICIPATION AND RESTRICTIVE COVENANTS AGREEMENT (this “Agreement” or this “Restrictive Covenants Agreement”) is entered into as of April 22, 2024, between Forward Air Corporation (the “Company”) and Shawn Stewart (the “Executive”) (jointly the “Parties”) pursuant to which the Executive accepts participation in the Forward Air Corporation Executive Severance and Change in Control Plan (the “Severance Plan”) subject to the terms and conditions thereof as amended from time to time. |
|
| May 15, 2024 |
ACTIVE 697299433v7 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 22, 2024, by and between FORWARD AIR CORPORATION, a Tennessee corporation (“Company”), and Mr. |
|
| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-22490 CUSIP Number 349853101 NOTIFICATION OF LATE FILING (Check one) o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: March 31, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report o |
|
| May 9, 2024 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2024 RESULTS Industry veteran Shawn Stewart appointed as Chief Executive Officer First quarter results impacted by elongated weak freight market and Omni Logistics deal closing Cost synergy realization in line with initial diligence estimates Preliminary April results providing early indication of improvement GREENEVILLE, Tenn. |
|
| May 9, 2024 |
FWRD / Forward Air Corporation / CLEARLAKE CAPITAL GROUP, L.P. - SC 13G Passive Investment SC 13G 1 ef20028802sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FORWARD AIR CORPORATION (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 349853101 (CUSIP Number) April 30, 2024 (Date of Event which Requires Filing of this Statement) Check the a |
|
| May 9, 2024 |
Forward Air Q1 Earnings and Business Update May 2024 Forward Looking Statements This presentation contains “forward-looking statements” within the meaning of the safe harbor provisions of the U. |
|
| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification |
|
| May 3, 2024 |
May 3, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Officer of Energy & Transportation 100 F Street, N. |
|
| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| April 26, 2024 |
April 23, 2024 Forward Air Announces Leadership Transition GREENEVILLE, Tenn.-(BUSINESS WIRE)- Forward Air Corporation (NASDAQ: FWRD) (“Forward” or the “Company”) today announced that Shawn Stewart has been named Chief Executive Officer and a Director of the Board, effective April 28, 2024. Michael Hance, who served as Interim CEO, will continue to serve as Chief Legal Officer and Secretary. Mr. S |
|
| April 12, 2024 |
1 OMNI NEWCO, LLC AND SUBSIDIARIES Consolidated Financial Statements As of December 31, 2022 and for the Year Ended and Independent Auditor’s Report 2 OMNI NEWCO, LLC AND SUBSIDIARIES Table of Contents Page Independent Auditors Report 3-4 Consolidated Financial Statements Consolidated Balance Sheet as of December 31, 2022 5 Consolidated Statement of Operations and Comprehensive Income for the Year |
|
| April 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 |
|
| April 12, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2023 ($ in thousands) Historical Pro Forma Adjustments Forward Omni Acquisition Accounting Adjustments Financing Adjustments Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 18,843 $ 52,407 $ (20,000) 2a. |
|
| April 12, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S |
|
| March 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| March 15, 2024 |
Exhibit 4.2 DESCRIPTION OF FORWARD AIR’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description sets forth certain material terms and provisions Forward Air Corporation’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the An |
|
| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 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, 2023 Commission file number: 000-22490 OR ☐ 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. 000-2 |
|
| March 15, 2024 |
Subsidiaries of the registrant Exhibit 21.1 FORWARD AIR CORPORATION SUBSIDIARIES State of Incorporation FAF, Inc. Tennessee Forward Air, Inc. Tennessee Central States Trucking Co. Delaware Central States Logistics, Inc. Illinois TQI Holdings, Inc. Delaware FORWARD AIR, INC. SUBSIDIARIES State of Incorporation Forward Air Royalty, LLC Delaware Forward Air Technology and Logistics Services, Inc. Tennessee FACSBI, LLC Delaware Tow |
|
| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-22490 CUSIP Number 349853101 NOTIFICATION OF LATE FILING (Check one) x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Repor |
|
| February 29, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifi |
|
| February 29, 2024 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Less-than-Truckload Volume Trending Positive Executing Comprehensive Efforts to Integrate Omni Logistics Continued Strong Commitment to Delivering Exceptional Service to Customers GREENEVILLE, Tenn. |
|
| February 15, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifi |
|
| February 15, 2024 |
Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 2, dated as of February 12, 2024 (this “Amendment”), relating to the CREDIT AGREEMENT dated as of December 19, 2023 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), among CLUE OPCO LLC, a Delaware limited liability comp |
|
| February 13, 2024 |
FWRD / Forward Air Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0968-forwardaircorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Forward Air Corp Title of Class of Securities: Common Stock CUSIP Number: 349853101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate th |
|
| February 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commissi |
|
| February 7, 2024 |
Exhibit 99.1 Forward Air Announces Leadership Changes Names 18-Year Company Veteran Interim CEO Appoints New Independent Chairman with Extensive Leadership Track Record Forms Integration Committee Chaired by Transportation Industry Leader GREENEVILLE, Tenn.—February 7, 2024 – Forward Air Corporation (NASDAQ: FWRD) (“Forward” or “the Company”) today announced several updates to its senior managemen |
|
| February 5, 2024 |
FWRD / Forward Air Corporation / Ridgemont Equity Management III, LLC - SC 13D Activist Investment SC 13D 1 d771329dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Forward Air Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 49853101 (CUSIP Number) Ridgemont Partners Management, LLC 101 S Tryon St Ste 3400, Charlotte, NC 28280 (704) 944-0914 (Name, Address and Telephone Number |
|
| February 5, 2024 |
EX-99.1 2 d771329dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Act, the undersigned hereby agree (i) to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Forward Air Corporation and (ii) that this Joint Filing Agreement be included |
|
| January 31, 2024 |
Exhibit 10.7 EXECUTION VERSION TAX RECEIVABLE AGREEMENT by and among FORWARD AIR CORPORATION, CENTRAL STATES LOGISTICS, INC., CLUE OPCO LLC and THE MEMBERS FROM TIME TO TIME PARTY HERETO Dated as of January 25, 2024 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.1. Definitions 3 SECTION 1.2. Rules of Construction 14 ARTICLE II Determination of Realized Tax Benefit SECTION 2.1. Basis Adjust |
|
| January 31, 2024 |
Exhibit 99.1 January 25, 2024 Forward Air Announces Closing of Omni Logistics Transaction Will Create a Category Leader in the Expedited LTL Market Will Deliver Significant Long-Term Value to Shareholders Through Compelling Strategic and Financial Benefits GREENEVILLE, Tenn.—(BUSINESS WIRE)— Forward Air Corporation (NASDAQ: FWRD) (“Forward” or “the Company”) today announced that it has completed i |
|
| January 31, 2024 |
Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT by and among GN LOANCO, LLC, as Escrow Borrower, THE CREDIT PARTIES SIGNATORY HERETO FROM TIME TO TIME, as Borrower or as Guarantors, as applicable, THE LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders and, if applicable, L/C Issuers, CITIBANK, N.A. as Agent, CITIGROUP GLOBAL MARKETS INC., MORGAN STANLEY SENIOR FUNDING, INC., GOLDMAN SACHS BANK |
|
| January 31, 2024 |
Exhibit 3.1 ARTICLES OF AMENDMENT TO THE RESTATED CHARTER OF FORWARD AIR CORPORATION In accordance with the provisions of Sections 48-16-102 and 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the “Articles of Amendment”) to its Restated Charter (the “Charter”): 1. The name of the corporation is Forward Air Corporation, a |
|
| January 31, 2024 |
EX-10.2 6 d348992dex102.htm EX-10.2 Exhibit 10.2 Execution Version ESCROW RELEASE DATE ASSUMPTION AND JOINDER AGREEMENT (this “Assumption and Joinder Agreement”), dated as of January 25, 2024 among GN LOANCO, LLC, a Delaware limited liability company (“Escrow Borrower”), CLUE OPCO LLC, a Delaware limited liability company (“Borrower”), FORWARD AIR CORPORATION, a Tennessee corporation (“Parent Guar |
|
| January 31, 2024 |
Exhibit 4.2 Execution Version FIRST SUPPLEMENTAL INDENTURE Dated as of January 25, 2024 To INDENTURE Dated as of October 2, 2023 CLUE OPCO LLC, as Issuer, the GUARANTORS party hereto as Guarantors, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Notes Collateral Agent $725,000,000 9.500% SENIOR SECURED NOTES DUE 2031 This FIRST SUPPLEMENTAL INDENTURE, dated as of January 25, 2024 |
|
| January 31, 2024 |
Exhibit 10.3 Execution Version ESCROW RELEASE DATE INCREMENTAL REVOLVING AMENDMENT dated as of January 25, 2024 (this “Agreement”), relating to the CREDIT AGREEMENT dated as of December 19, 2023 (as amended, supplemented or otherwise modified on or prior to the date hereof, the “Credit Agreement” and the Credit Agreement as amended by this Agreement, the “Amended Credit Agreement”), among CLUE OPC |
|
| January 31, 2024 |
Exhibit 10.6 EXECUTION VERSION INVESTOR RIGHTS AGREEMENT by and among FORWARD AIR CORPORATION and R INVESTORS (as defined herein), E INVESTORS (as defined herein), and the other Investors set forth on Schedule 1 hereto, as Investors, and REP OMNI HOLDINGS, L.P., as Investors’ Representative Dated as of January 25, 2024 Table of Contents ARTICLE I Definitions SECTION 1.01. Definitions 2 ARTICLE II |
|
| January 31, 2024 |
Exhibit 10.5 EXECUTION VERSION SHAREHOLDERS AGREEMENT by and among FORWARD AIR CORPORATION, EVE OMNI INVESTOR, LLC and OMNI INVESTOR HOLDINGS, LLC Dated as of January 25, 2024 TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Corporate Governance; Voting Support SECTION 2.01. Composition of the Board 10 SECTION 2.02. Post-Closing Board Matters 10 SECTION 2.03. Vot |
|
| January 31, 2024 |
Exhibit 10.4 EXECUTION VERSION SHAREHOLDERS AGREEMENT by and among FORWARD AIR CORPORATION and R INVESTORS (as defined herein) Dated as of January 25, 2024 Table of Contents Page ARTICLE I Definitions 1 Section 1.01. Definitions 1 ARTICLE II Corporate Governance; Voting Support 9 Section 2.01. Composition of the Board 9 Section 2.02. Post-Closing Board Matters 9 Section 2.03. Voting Support 11 ART |
|
| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commissi |
|
| January 31, 2024 |
Exhibit 4.1 Execution Version INDENTURE Dated as of October 2, 2023 Between GN BONDCO, LLC as the Escrow Issuer the Guarantors party hereto from time to time and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and Notes Collateral Agent $725,000,000 9.500% SENIOR SECURED NOTES DUE 2031 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.01 Definitions. 1 |
|
| January 24, 2024 |
SETTLEMENT AND RELEASE AGREEMENT Exhibit 99.1 EXECUTION VERSION SETTLEMENT AND RELEASE AGREEMENT Reference is made to the Agreement and Plan of Merger, dated August 10, 2023 (the “Merger Agreement”), by and among Forward Air Corporation, a Tennessee corporation (“Parent”), Omni Newco, LLC, a Delaware limited liability company (the “Company”) and the other parties thereto (each, a “Party” and, collectively, the “Parties”). This Se |
|
| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commissi |
|
| January 24, 2024 |
Exhibit 2.1 EXECUTION VERSION AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 (this “Amendment”) TO THE AGREEMENT AND PLAN OF MERGER, dated as of August 10, 2023 (the “Merger Agreement”), among Forward Air Corporation, a Tennessee corporation (“Parent”), Central States Logistics, Inc., an Illinois corporation, Clue OpCo LLC, a Delaware limited liability company, Omni Newco |
|
| January 24, 2024 |
Forward Air Amends Agreement to Acquire Omni Logistics Exhibit 99.2 Forward Air Amends Agreement to Acquire Omni Logistics GREENEVILLE, Tenn. – Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today announced an agreement with Omni Logistics, LLC (“Omni”), a private company that is majority owned by Ridgemont Equity Partners (“Ridgemont”) and EVE Partners, LLC (“EVE”), to amend the terms of the existing merger agreement relating to their previously |
|
| January 22, 2024 |
FWRD / Forward Air Corporation / BlackRock Inc. Passive Investment SC 13G/A 1 us3498531017012224.txt us3498531017012224.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 5) FORWARD AIR CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 349853101 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
|
| December 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commiss |
|
| December 27, 2023 |
Forward Air Announces Sale of Final Mile Business EX-99.1 Exhibit 99.1 NEWS RELEASE Forward Air Announces Sale of Final Mile Business GREENEVILLE, Tenn.—(BUSINESS WIRE)— Forward Air Corporation (NASDAQ: FWRD) (the “Company” or “Forward”) is pleased to announce the sale of its Final Mile business to Hub Group, Inc. for an estimated total cash consideration of $262 million. For the twelve months ended September 30, 2023, Final Mile generated approx |
|
| December 27, 2023 |
EX-10.1 Exhibit 10.1 Execution Version Equity Purchase Agreement by and among Forward Air Final Mile, LLC (a Tennessee limited liability company), FFM, LLC (a Tennessee limited liability company), Forward Air, Inc. (a Tennessee corporation), FAF, Inc. (a Tennessee corporation), Forward Air Corporation (a Tennessee corporation) and Hub Group, Inc. (a Delaware corporation) December 20, 2023 THIS DOC |
|
| December 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) 1915 Snapps Ferry Road Bu |
|
| December 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifi |
|
| December 15, 2023 |
1 OMNI NEWCO, LLC AND SUBSIDIARIES Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2023 and 2022 (Unaudited) 2 OMNI NEWCO, LLC AND SUBSIDIARIES Table of Contents Page Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 3 Condensed Consolidated Statements of Operations and Comprehensive |
|
| December 11, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF SEPTEMBER 30, 2023 ($ in thousands) Historical Pro Forma Adjustments Forward Omni Acquisition Accounting Adjustments Financing Adjustments Pro Forma Combined Assets Current assets: Cash and cash equivalents $ 18,843 $ 52,407 $ (150,000) 2a. |
|
| December 11, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 11, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road |
|
| December 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 6, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road |
|
| December 7, 2023 |
Forward Air Provides Mid-Quarter Update on Fourth Quarter 2023 Performance Exhibit 99.1 NEWS RELEASE Forward Air Provides Mid-Quarter Update on Fourth Quarter 2023 Performance GREENEVILLE, Tenn., December 6, 2023 - Forward Air Corporation (NASDAQ: FWRD) (the “Company”, “Forward”, “we”, “our”, or “us”) today provided the following key Expedited Freight operating statistics for the quarter-to-date period through November 2023. Weight per shipment increased 11.0%, revenue p |
|
| November 14, 2023 |
Forward Air: Category Leader in Expedited LTL Stephens Annual Investment Conference November 14, 2023 Tom Schmitt, Chairman, President and CEO Rebecca Garbrick, Chief Financial Officer 2 INTRODUCTION TO FORWARD Forward-Looking Statements Certain statements contained in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on Forward Air Corporation’s (“Forward”) expectations, intentions and projections regarding Forward’s future performance, anticipated events or trends and other matters that are not historical facts. |
|
| November 14, 2023 |
Forward Air Corporation to Present at the Stephens 25th Annual Investment Conference Exhibit 99.1 NEWS RELEASE Forward Air Corporation to Present at the Stephens 25th Annual Investment Conference GREENEVILLE, Tenn., November 14, 2023 - Forward Air Corporation (NASDAQ: FWRD) (the “Company” or “Forward”), announced that on Tuesday, November 14, 2023, at approximately 12:00 p.m. EST, Tom Schmitt, Chief Executive Officer, and Rebecca Garbrick, Chief Financial Officer, will participate |
|
| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 14, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road |
|
| November 13, 2023 |
Exhibit 99.1 Forward Air Corporation Files Answer and Counterclaim Against Omni Believes conditions to close acquisition have not and will not be satisfied Seeks declaratory judgment that it is not obligated to complete acquisition GREENEVILLE, Tenn., – November 13, 2023 – Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today announced that it has filed under seal an answer and counterclaim aga |
|
| November 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 13, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road |
|
| November 9, 2023 |
FWRD / Forward Air Corp. / Neuberger Berman Group LLC Passive Investment SC 13G/A 1 formsc13ga-11092023091137.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* FORWARD AIR CORP (Name of Issuer) Common (Title of Class of Securities) 349853101 (CUSIP Number) October 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
|
| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as s |
|
| October 30, 2023 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS THIRD QUARTER 2023 RESULTS Strong momentum in LTL volumes Growth with LTL freight forwarders and direct shippers Continued weak demand for intermodal and truckload brokerage services GREENEVILLE, Tenn. |
|
| October 30, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
|
| October 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commissi |
|
| October 26, 2023 |
Forward Air Corporation Provides Omni Transaction Update Exhibit 99.1 Forward Air Corporation Provides Omni Transaction Update GREENEVILLE, Tenn.,– October 26, 2023 – Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today provided an update on the previously announced transaction with Omni Newco LLC (“Omni”). As previously disclosed, certain shareholders of Forward obtained an ex parte temporary restraining order (“TRO”) enjoining certain transactions |
|
| October 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: October 11, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road |
|
| October 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commissio |
|
| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commis |
|
| September 22, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commis |
|
| September 22, 2023 |
Exhibit 99.1 Forward Air Corporation Announces Pricing of Private Offering of $725 Million of Senior Secured Notes GREENEVILLE, TENN., September 22, 2023 – Forward Air Corporation (NASDAQ: FWRD) (“Forward,” “we,” “our,” or “us”) today announced the pricing of the previously announced private offering (the “Notes Offering”) of $725 million of 9.50% senior secured notes due 2031 by GN Bondco, LLC (t |
|
| September 20, 2023 |
Exhibit 99.4 OMNI NEWCO, LLC AND SUBSIDIARIES Unaudited Condensed Consolidated Financial Statements As of June 30, 2023 and For the Six Months Ended June 30, 2023 and 2022 OMNI NEWCO, LLC AND SUBSIDIARIES Condensed Consolidated Balance Sheets (unaudited and in thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 86,330 $ 130,333 Accounts receivable: Billed, |
|
| September 20, 2023 |
Forward Air Corporation Announces Private Offering of $925 Million of Senior Secured Notes Exhibit 99.1 Forward Air Corporation Announces Private Offering of $925 Million of Senior Secured Notes GREENEVILLE, TENN., September 20, 2023 – Forward Air Corporation (NASDAQ: FWRD) (“Forward,” “we,” “our,” or “us”) today announced that GN Bondco, LLC (the “Escrow Issuer”), a Delaware limited liability company and wholly owned subsidiary of Omni Newco, LLC (“Omni”), has commenced a private offer |
|
| September 20, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information is based on and derived from the separate historical financial statements of Forward and Omni which are included elsewhere in this offering memorandum, after giving effect to the Merger and the other Transactions, including the assumed Pre-Closing Up- |
|
| September 20, 2023 |
Exhibit 99.3 OMNI NEWCO, LLC AND SUBSIDIARIES Audited Consolidated Financial Statements As of and For the Year Ended December 31, 2022 F-1 INDEPENDENT AUDITOR'S REPORT To the Board of Managers of Omni Newco, LLC Opinion We have audited the consolidated financial statements of Omni Newco, LLC and subsidiaries (the “Company”), which comprise the consolidated balance sheet as of December 31, 2022, an |
|
| September 20, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commis |
|
| September 12, 2023 |
Forward Air Provides Mid-Quarter Update on Third Quarter 2023 Performance Exhibit 99.1 NEWS RELEASE Forward Air Provides Mid-Quarter Update on Third Quarter 2023 Performance GREENEVILLE, Tenn., September 7, 2023 - Forward Air Corporation (NASDAQ: FWRD) (the “Company”, “Forward”, “we”, “our”, or “us”) today provided the following key Expedited Freight Operating statistics for the quarter-to-date period through August 2023. Weight per shipment increased 7.8%, revenue per |
|
| September 12, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 7, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road |
|
| September 6, 2023 |
September 6, 2023 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identifica |
|
| August 14, 2023 |
Exhibit 99.6 Forward Air to Combine with Omni Logistics Creating the Category Leader in Expedited LTL August 10, 2023 Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities L |
|
| August 14, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among FORWARD AIR CORPORATION, CENTRAL STATES LOGISTICS, INC., CLUE OPCO LLC, OMNI NEWCO, LLC and THE OTHER PARTIES HERETO Dated as of August 10, 2023 TABLE OF CONTENTS Page ARTICLE I Defined Terms Section 1.01 Certain Defined Terms 5 Section 1.02 Other Defined Terms 25 Section 1.03 Interpretation; Headings 28 ARTICLE II THE TRANSACTIONS; CONSIDERATI |
|
| August 14, 2023 |
Exhibit 99.7 FOR IMMEDIATE RELEASE Forward Air Reiterates Value Creation Potential of Acquisition of Omni Logistics Publishes Investor Q&A and Supplemental Presentation GREENEVILLE, Tenn., August 13, 2023 – Forward Air Corporation (NASDAQ: FWRD) (“Forward”) today published Q&A and a supplementary investor presentation to provide additional information about the previously announced transaction wit |
|
| August 14, 2023 |
EX-99.4 CONFIDENTIAL EXHIBIT 99.4 INVESTOR RIGHTS AGREEMENT by and among FORWARD AIR CORPORATION and R INVESTORS (as defined herein), E INVESTORS (as defined herein), and the other Investors set forth on Schedule 1 hereto, as Investors, and REP OMNI HOLDINGS, L.P., as Investors’ Representative Dated as of [•] Table of Contents Page Article I Definitions 2 Section 1.01 Definitions 2 Article II Regi |
|
| August 14, 2023 |
ARTICLES OF AMENDMENT TO THE RESTATED CHARTER FORWARD AIR CORPORATION EX-99.1 CONFIDENTIAL EXHIBIT 99.1 ARTICLES OF AMENDMENT TO THE RESTATED CHARTER OF FORWARD AIR CORPORATION In accordance with the provisions of Sections 48-16-102 and 48-20-106 of the Tennessee Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment (the “Articles of Amendment”) to its Restated Charter (the “Charter”): 1. The name of the corporation is Forw |
|
| August 14, 2023 |
Exhibit 99.8 Supplemental Information on Forward Air’s Acquisition of Omni Logistics August 13, 2023 Forward-Looking Statements This presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) Tennessee 000-22490 62-1120025 (State or other jurisdiction of incorporation) (Commissio |
|
| August 14, 2023 |
EX-99.2 CONFIDENTIAL EXHIBIT 99.2 SHAREHOLDERS AGREEMENT by and among FORWARD AIR CORPORATION and R INVESTORS (as defined herein) Dated as of [•] Table of Contents Page ARTICLE I Definitions 1 Section 1.01. Definitions 1 ARTICLE II Corporate Governance; Voting Support 9 Section 2.01. Composition of the Board 9 Section 2.02. Post-Closing Board Matters 9 Section 2.03. Voting Support 11 ARTICLE III 1 |
|
| August 14, 2023 |
Exhibit 99.5 Forward Air to Combine with Omni Logistics, Creating the Category Leader in Expedited LTL Market Further Strengthens Forward’s Status as an LTL Provider of Choice to Expedited Freight Customers Combines Complementary Service Offerings of Two Businesses with Proven Track Records Omni Team, Customer Base, and Commercial Engine to Accelerate Forward’s Long-Term Growth Potential Delivers |
|
| August 14, 2023 |
EX-99.3 CONFIDENTIAL EXHIBIT 99.3 SHAREHOLDERS AGREEMENT by and among FORWARD AIR CORPORATION, EVE OMNI INVESTOR, LLC and OMNI INVESTOR HOLDINGS, LLC Dated as of [•] Table of Contents Page ARTICLE I Definitions 1 Section 1.01. Definitions 1 ARTICLE II Corporate Governance; Voting Support 9 Section 2.01. Composition of the Board 9 Section 2.02. Post-Closing Board Matters 9 Section 2.03. Voting Supp |
|
| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as specif |
|
| August 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identificat |
|
| August 2, 2023 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS SECOND QUARTER 2023 RESULTS Challenging market conditions in intermodal and truckload brokerage Positive momentum for less-than-truckload services Precision execution of revenue growth strategies designed to win market share GREENEVILLE, Tenn. |
|
| June 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 6, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road Buil |
|
| June 6, 2023 |
Forward Air Provides Mid-Quarter Update on Second Quarter 2023 Performance Exhibit 99.1 NEWS RELEASE Forward Air Provides Mid-Quarter Update on Second Quarter 2023 Performance GREENEVILLE, Tenn., June 6, 2023 - Forward Air Corporation (NASDAQ: FWRD) (the “Company”, “Forward”, “we”, “our”, or “us”) today provided the following key Expedited Freight Operating statistics for the quarter-to-date period through May 2023. Shipments per day decreased 12.0%, pounds per day decre |
|
| May 11, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification |
|
| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 000-22490 FORWARD AIR CORPORATION (Exact name of registrant as speci |
|
| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification |
|
| May 1, 2023 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS FIRST QUARTER 2023 RESULTS Net income per diluted share of $1. |
|
| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
|
| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
|
| March 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 7, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road Bui |
|
| March 7, 2023 |
Forward Air Provides Mid-Quarter Update on First Quarter 2023 Performance Exhibit 99.1 NEWS RELEASE Forward Air Provides Mid-Quarter Update on First Quarter 2023 Performance GREENEVILLE, Tenn., March 7, 2023 - Forward Air Corporation (NASDAQ: FWRD) (the “Company”, “Forward”, “we”, “our”, or “us”) today provided the following key Expedited Freight Operating statistics for the quarter-to-date period through February 2023. Shipments per day decreased 6.7%, revenue per hund |
|
| March 1, 2023 |
Subsidiaries of the registrant Exhibit 21.1 FORWARD AIR CORPORATION SUBSIDIARIES State of Incorporation FAF, Inc. Tennessee Forward Air, Inc. Tennessee Forward Air Solutions, Inc. Tennessee Central States Trucking Co. Delaware Central States Logistics, Inc. Illinois TQI Holdings, Inc. Delaware FORWARD AIR, INC. SUBSIDIARIES State of Incorporation Forward Air Royalty, LLC Delaware Forward Air Technology and Logistics Services, I |
|
| March 1, 2023 |
Exhibit 4.2 DESCRIPTION OF FORWARD AIR’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Description of Capital Stock The following description sets forth certain material terms and provisions Forward Air Corporation’s securities that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of the date of the An |
|
| March 1, 2023 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FORWARD AIR CORPORATION February 7, 2023 ARTICLE I SHAREHOLDERS Section 1.1 Place of Meeting. Meetings of the shareholders of Forward Air Corporation (the “Corporation”) shall be held at the principal office of the Corporation in the State of Tennessee or at such other place, if any, within or without the State of Tennessee as may be determined by the boa |
|
| March 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K 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, 2022 Commission file number: 000-22490 OR ☐ 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. 000-2 |
|
| February 13, 2023 |
AMENDED AND RESTATED BYLAWS OF FORWARD AIR CORPORATION February 7, 2023 ARTICLE I SHAREHOLDERS Section 1. |
|
| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
|
| February 10, 2023 |
FWRD / Forward Air Corporation / Neuberger Berman Group LLC - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* FORWARD AIR CORP (Name of Issuer) Common (Title of Class of Securities) 349853101 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
|
| February 9, 2023 |
FWRD / Forward Air Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0941-forwardaircorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Forward Air Corp. Title of Class of Securities: Common Stock CUSIP Number: 349853101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate t |
|
| February 8, 2023 |
NEWS RELEASE FORWARD AIR CORPORATION REPORTS FOURTH QUARTER 2022 RESULTS Record fourth quarter and full year revenue, operating income and net income per diluted share Full year revenue growth of 18. |
|
| February 8, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 FORWARD AIR CORPORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identific |
