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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 5, 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 Identification No.)
3200 Olympus Boulevard Suite 300 Dallas TX 75019
(Address of principal executive offices) (Zip Code)
000-22490
(Commission File Number)
Registrant’s telephone number, including area code: (817) 552-5270
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value FWRD NASDAQ
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 2.02. Results of Operations and Financial Condition.

On November 5, 2025, Forward Air Corporation (the “Company”) issued a press release announcing its financial results for the three months ended September 30, 2025. On November 5, 2025, the Company also posted an earnings presentation on the Company’s Investor Relations website at ir.forwardaircorp.com.

The information furnished under this Item 2.02, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


SECTION 9.  FINANCIAL STATEMENTS AND EXHIBITS.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits. The following exhibits are being furnished as part of this Report.

No.   Exhibit
104 Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)





































SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    FORWARD AIR CORPORATION
Date: November 5, 2025
  By: /s/ Shawn Stewart
    Name:
Title:
Shawn Stewart
Chief Executive Officer

 

EX-99.1 2 exhibit991q32025pressrelea.htm EX-99.1 Document

forwardlogoa05.jpg
NEWS RELEASE

FORWARD AIR CORPORATION REPORTS THIRD QUARTER 2025 RESULTS
Omni Segment Reports Strongest Results Since the Acquisition

Continued Stable to Improving Margins at the Expedited Freight Segment

Strong Cash From Operations Contributing to Liquidity in Excess of $400 million

DALLAS – (BUSINESS WIRE) – November 5, 2025 – Forward Air Corporation (NASDAQ:FWRD) (the “Company”, “we”, “our”, or “us”) today reported financial results for the three months ended September 30, 2025, as presented in the tables below.

“I am pleased with Forward Air’s performance, delivering another consecutive quarter of solid results, which we achieved in the face of an extended freight recession,” said Shawn Stewart, Chief Executive Officer. “In the third quarter, we reported operating income of $15 million and Consolidated EBITDA of $78 million. Optimizing our cost structure to operate more efficiently remains a top priority and in the third quarter, we implemented additional cost reduction initiatives that primarily included rightsizing our business in alignment with current freight demand and our ongoing transformation strategy.

“The solid results for the quarter were led by the Omni segment, which posted its highest revenue and reported EBITDA, excluding the impact of goodwill, since the acquisition. An increase in demand for its diversified service offerings were the primary drivers in a $5 million increase in this segment’s revenue to $340 million when compared to a year ago. Reported EBITDA also increased by $6 million to $33 million over this period.

“The Expedited Freight segment’s reported EBITDA margin of 11.5 percent is the second highest since the fourth quarter of 2023. We are also executing our transformation strategy with rigor and discipline and achieved a milestone in the quarter - integrating our U.S. and Canadian businesses operations to operate under a regional reporting structure, which lays the groundwork for the creation of One Ground Network. This consists of integrating key service lines such as linehaul, pickup and delivery, brokerage and expedited services into a single, streamlined structure that is more cohesive, agile and customer centric. We expect this to be a seamless and reliable experience for our customers with the goal of further enhancing our award-winning service,” concluded Stewart.

Jamie Pierson, Chief Financial Officer added, “We reported consolidated revenue of $632 million in the third quarter compared to $656 million a year ago. Income from operations was $15 million compared to $23 million in the same period a year ago.

“For the third quarter, Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $78 million compared to $86 million for the same period last year. Correspondingly, the last twelve months Consolidated EBITDA as of September 30, 2025, was $299 million.

“Liquidity at the end of the third quarter was $413 million compared to $368 million at the end of the second quarter. Through the first three quarters of the year, cash provided by operations totaled $67 million, which is a $113 million improvement compared to the $46 million used by operations in the same period last year.” concluded Pierson.




Three Months Ended
(in thousands, except per share data) September 30, 2025 September 30, 2024 Change Percent Change
Operating revenue $ 631,763  $ 655,937  $ (24,174) (3.7) %
Income (loss) from continuing operations
$ 15,007  $ 22,697  $ (7,690) (33.9) %
Operating margin 2.4  % 3.5  % -110 bps
Loss from continuing operations $ (23,757) $ (34,198) $ 10,441  30.5  %
Net loss from continuing operations per diluted share $ (0.52) $ (2.62) $ 2.10  80.2  %
Cash provided by operating activities $ 52,714  $ 51,154  $ 1,560  3.0  %
Non-GAAP Financial Measures: 1
Consolidated EBITDA $ 77,676  $ 86,092  $ (8,416) (9.8) %
Free cash flow $ 48,893  $ 41,827  $ 7,066  16.9  %
1 Reconciliation of these non-GAAP financial measures are provided below the financial tables.

Review of Financial Results

Forward will hold a conference call to discuss third quarter 2025 results on Wednesday, November 5, 2025 at 4:30 p.m. ET. The Company’s conference call will be available online on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, or by dialing (800) 267-6316, Access Code: FWRDQ325.

A replay of the conference call will be available on the Investor Relations portion of the Company’s website at ir.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investor Relations portion of the Company’s website to easily find or navigate to current and pertinent information about us.

About Forward Air Corporation

Forward is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com.
2


Forward Air Corporation
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited, in thousands, except per share data)
  Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Operating revenues:
Expedited Freight $ 258,554  $ 284,707  $ 765,631  $ 849,284 
Omni Logistics 339,584  334,538  991,370  871,232 
Intermodal 58,332  57,412  179,970  173,003 
Eliminations (24,707) (20,720) (73,083) (52,103)
Operating revenues 631,763  655,937  1,863,888  1,841,416 
Operating expenses:
Purchased transportation 316,390  332,469  923,952  931,072 
Salaries, wages and employee benefits 131,909  133,516  419,314  406,382 
Operating leases 52,150  48,810  150,448  133,871 
Depreciation and amortization 37,748  25,893  111,914  106,321 
Insurance and claims 12,719  17,382  43,261  44,961 
Fuel expense 5,029  4,855  15,956  15,960 
Other operating expenses 60,811  55,564  159,751  234,175 
Impairment of goodwill —  14,751  —  1,107,465 
Total operating expenses 616,756  633,240  1,824,596  2,980,207 
Income (loss) from continuing operations:
Expedited Freight 19,445  19,269  54,574  60,713 
Omni Logistics 9,749  1,136  20,310  (1,133,323)
Intermodal 4,102  4,091  14,059  12,994 
Other Operations (18,289) (1,799) (49,651) (79,175)
Income from continuing operations 15,007  22,697  39,292  (1,138,791)
Other expense:        
Interest expense, net (44,775) (52,770) (135,648) (140,788)
Foreign exchange loss (539) (2,812) (6,114) (1,912)
Other income (expense), net 6,935  (11) 383  38 
Total other expense (38,379) (55,593) (141,379) (142,662)
Loss from continuing operations before income taxes (23,372) (32,896) (102,087) (1,281,453)
Income tax (benefit) expense 385  1,302  3,225  (191,990)
Loss from continuing operations (23,757) (34,198) (105,312) (1,089,463)
Loss from discontinued operations, net of tax —  (1,137) —  (6,013)
Net loss (23,757) (35,335) $ (105,312) $ (1,095,476)
Net income (loss) attributable to noncontrolling interest (7,507) 38,073  (25,842) (314,923)
Net loss attributable to Forward Air $ (16,250) $ (73,408) $ (79,470) $ (780,553)
Basic and diluted loss per share attributable to Forward Air:
   
     Continuing operations $ (0.52) $ (2.62) $ (2.60) $ (28.73)
     Discontinued operation —  (0.04) —  (0.22)
Net loss per basic and diluted share
$ (0.52) $ (2.66) $ (2.60) $ (28.95)
Net loss $ (23,757) $ (35,335) $ (105,312) $ (1,095,476)
Other comprehensive loss:
Foreign currency translation adjustments 30  176  4,856  (824)
Comprehensive loss $ (23,727) $ (35,159) $ (100,456) $ (1,096,300)
Comprehensive income (loss) attributable to noncontrolling interest $ (7,507) $ 38,073  $ (25,842) $ (314,923)
Comprehensive loss attributable to Forward Air $ (16,220) $ (73,232) $ (74,614) $ (781,377)
3


Expedited Freight Segment Information
(In thousands)
(Unaudited)
Three Months Ended
  September 30, 2025 Percent of Revenue September 30, 2024 Percent of Revenue Change Percent Change
Operating revenue:
Network1
$ 194,035  75.0  % $ 217,289  76.3  % $ (23,254) (10.7) %
Truckload 42,401  16.4  43,635  15.3  (1,234) (2.8)
Other 22,118  8.6  23,783  8.4  (1,665) (7.0)
Total operating revenue 258,554  100.0  284,707  100.0  (26,153) (9.2)
Operating expenses:
Purchased transportation 125,265  48.4  140,035  49.2  (14,770) (10.5)
Salaries, wages and employee benefits 54,403  21.0  59,426  20.9  (5,023) (8.5)
Operating leases 15,797  6.1  15,556  5.5  241  1.5 
Depreciation and amortization 10,160  3.9  10,481  3.7  (321) (3.1)
Insurance and claims 10,415  4.0  11,672  4.1  (1,257) (10.8)
Fuel expense 2,155  0.8  2,113  0.7  42  2.0 
Other operating expenses 20,914  8.3  26,155  9.1  (5,241) (20.0)
Total operating expenses 239,109  92.5  265,438  93.2  (26,329) (9.9)
Income from operations $ 19,445  7.5  % $ 19,269  6.8  % $ 176  0.9  %
1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue.

4


Expedited Freight Operating Statistics
Three Months Ended
September 30, 2025 September 30, 2024 Percent Change
Business days 64  64  —  %
Tonnage1,2
    Total pounds 612,449  713,213  (14.1)
    Pounds per day 9,570  11,144  (14.1)
Shipments1,2
    Total shipments 729  831  (12.3)
    Shipments per day 11.4  13.0  (12.3)
Weight per shipment 841  858  (2.0)
Revenue per hundredweight3
$ 31.70  $ 30.47  4.0 
Revenue per hundredweight, ex fuel3
$ 24.98  $ 24.09  3.7 
Revenue per shipment3
$ 266.48  $ 261.55  1.9 
Revenue per shipment, ex fuel3
$ 209.99  $ 206.73  1.6 
1 In thousands
2 Excludes accessorial and Truckload products
3 Includes intercompany revenue between the Network and Truckload revenue streams

5


Omni Logistics Segment Information
(In thousands)
(Unaudited)
Three Months Ended
September 30, 2025 Percent of Revenue September 30, 2024 Percent of Revenue Change Percent Change
Operating revenue $ 339,584  100.0  % 334,538  100.0  % 5,046  1.5  %
Operating expenses:
Purchased transportation 196,312  57.8  194,853  58.2  1,459  0.7 
Salaries, wages and employee benefits 58,373  17.2  55,151  16.5  3,222  5.8 
Operating leases 29,979  8.8  27,586  8.2  2,393  8.7 
Depreciation and amortization 22,832  6.7  10,830  3.2  12,002  110.8 
Insurance and claims (59) —  3,488  1.0  (3,547) (101.7)
Fuel expense 874  0.3  800  0.2  74  9.3 
Other operating expenses 21,524  6.3  25,943  7.8  (4,419) (17.0)
Impairment of goodwill —  —  14,751  4.4  (14,751) (100.0)
Total operating expenses 329,835  97.1  333,402  99.7  (3,567) (1.1)
Income (loss) from operations 9,749  2.9  % 1,136  0.3  % 8,613  758.2  %



6


Intermodal Segment Information
(In thousands)
(Unaudited)
Three Months Ended
  September 30, 2025 Percent of Revenue September 30, 2024 Percent of Revenue Change Percent Change
Operating revenue $ 58,332  100.0  % $ 57,412  100.0  % $ 920  1.6  %
Operating expenses:
Purchased transportation 19,331  33.1  18,300  31.9  1,031  5.6 
Salaries, wages and employee benefits 14,198  24.3  14,506  25.3  (308) (2.1)
Operating leases 6,288  10.8  5,668  9.9  620  10.9 
Depreciation and amortization 4,382  7.5  4,582  8.0  (200) (4.4)
Insurance and claims 2,900  5.0  2,528  4.4  372  14.7 
Fuel expense 1,999  3.4  1,942  3.4  57  2.9 
Other operating expenses 5,132  8.9  5,795  10.0  (663) (11.4)
Total operating expenses 54,230  93.0  53,321  92.9  909  1.7 
Income from operations $ 4,102  7.0  % $ 4,091  7.1  % $ 11  0.3  %

Intermodal Operating Statistics
Three Months Ended
September 30, 2025 September 30, 2024 Percent Change
Drayage shipments 60,976  62,616  (2.6) %
Drayage revenue per shipment $ 864  $ 824  4.9  %

7


Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
  September 30, 2025 December 31, 2024
Assets
Current assets:
Cash and cash equivalents $ 140,354  $ 104,903 
Restricted cash and restricted cash equivalents —  363 
Accounts receivable, net 341,414  322,291 
Prepaid expenses 30,830  29,053 
Other current assets 39,890  15,890 
Total current assets 552,488  472,500 
Property and equipment, net of accumulated depreciation and amortization of $317,420 in 2025 and $292,855 in 2024
309,830  326,188 
Operating lease right-of-use assets 411,562  410,084 
Goodwill 522,712  522,712 
Other acquired intangibles, net of accumulated amortization of $282,266 in 2025 and $212,905 in 2024
929,894  999,216 
Other long term assets 67,712  71,941 
Total assets $ 2,794,198  $ 2,802,641 
Liabilities and Shareholders' Equity  
Current liabilities:  
Accounts payable $ 124,835  $ 105,692 
Accrued expenses 146,785  119,836 
Other current liabilities 70,492  45,148 
Current portion of debt and finance lease obligations 16,511  16,930 
Current portion of operating lease liabilities 101,418  96,440 
Total current liabilities 460,041  384,046 
Finance lease obligations, less current portion 26,087  30,858 
Long-term debt, less current portion 1,684,319  1,675,930 
Liabilities under tax receivable agreement 14,131  13,295 
Operating lease liabilities, less current portion 327,938  325,640 
Other long-term liabilities 48,396  48,835 
Deferred income taxes 37,444  38,169 
Shareholders' equity:
Preferred stock —  — 
Common stock 312  298 
Additional paid-in capital 556,101  542,392 
Accumulated deficit (418,753) (338,230)
Accumulated other comprehensive (loss) income 2,124  (2,732)
Total Forward Air shareholders' equity 139,784  201,728 
Noncontrolling interest 56,058  84,140 
Total shareholders' equity 195,842  285,868 
Total liabilities and shareholders' equity $ 2,794,198  $ 2,802,641 
8


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
September 30, 2025 September 30, 2024
Operating activities:
Net loss from continuing operations $ (23,757) $ (34,198)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 37,748  25,893 
Impairment of goodwill —  14,751 
Share-based compensation expense 3,380  2,901 
Provision for revenue adjustments 682  602 
Deferred income tax (benefit) expense 4,202  (33,552)
Other (3,461) (2,173)
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable 1,054  8,215 
Other receivables (582) 628 
Other current and noncurrent assets (5,337) 38,422 
Accounts payable and accrued expenses 38,785  29,665 
Net cash provided by (used in) operating activities of continuing operations 52,714  51,154 
Investing activities:
Proceeds from sale of property and equipment 294  1,087 
Purchases of property and equipment (4,115) (10,414)
Other (31) (145)
Net cash used in investing activities of continuing operations (3,852) (9,472)
Financing activities:
Repayments of finance lease obligations (3,610) (6,212)
Proceeds from common stock issued under employee stock purchase plan —  (14)
Payment of minimum tax withholdings on share-based awards (52) (211)
Net cash used in financing activities of continuing operations (3,662) (6,437)
Effect of exchange rate changes on cash (153) (607)
Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations 45,047  (34,638)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operations —  (1,137)
Net increase (decrease) in cash and cash equivalents, and restricted cash and restricted cash equivalents 45,047  33,501 
Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period 95,307  104,655 
Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period $ 140,354  $ 138,156 
9


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
September 30, 2025 September 30, 2024
Operating activities:
Net loss from continuing operations $ (105,312) $ (1,089,463)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 111,914  106,321 
Impairment of goodwill —  1,107,465 
Share-based compensation expense 11,049  8,088 
Provision for revenue adjustments 2,319  2,761 
Deferred income tax benefit (523) (197,156)
Other 11,011  4,296 
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable (15,891) (34,050)
Other receivables (273) 6,159 
Other current and noncurrent assets 4,382  (18,215)
Accounts payable and accrued expenses 48,436  58,024 
Net cash provided by (used in) operating activities of continuing operations 67,112  (45,770)
Investing activities:
Proceeds from sale of property and equipment 1,789  2,493 
Purchases of property and equipment (20,765) (29,810)
Purchase of a business, net of cash acquired —  (1,565,242)
Other —  (319)
Net cash used in investing activities of continuing operations (18,976) (1,592,878)
Financing activities:
Repayments of finance lease obligations (12,986) (15,339)
Proceeds from credit facility 85,000  — 
Payments on credit facility (85,000) (80,000)
Payment of debt issuance costs —  (60,591)
Payment of earn-out liability —  (12,247)
Proceeds from common stock issued under employee stock purchase plan 434  355 
Payment of minimum tax withholdings on share-based awards (1,053) (1,572)
Net cash used in financing activities of continuing operations (13,605) (169,394)
Effect of exchange rate changes on cash 557  138 
Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations 35,088  (1,807,904)
Cash from discontinued operation:
Net cash used in operating activities of discontinued operations —  (6,013)
Net increase (decrease) in cash and cash equivalents, and restricted cash and restricted cash equivalents 35,088  (1,813,917)
Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period 105,266  1,952,073 
Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period $ 140,354  $ 138,156 
10


Forward Air Corporation Reconciliation of Non-GAAP Financial Measures

In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company’s performance.

For the three and nine months ended September 30, 2025 and 2024, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization (“EBITDA”), and free cash flow.

All non-GAAP financial measures are presented on a continuing operations basis.

The Company believes that EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value.

The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company’s financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below.

With respect to the 2025 Consolidated EBITDA guidance, please note that the Company is not providing a quantitative reconciliation of Consolidated EBITDA to Net Income because it is not available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of the Company’s forward-looking non-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted.





















11


The following is a reconciliation of net income to Consolidated EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Loss from continuing operations $ (23,757) $ (34,198) $ (105,312) $ (1,089,463)
Interest expense 44,775  52,770  135,648  140,788 
Income tax (benefit) expense 385  1,302  3,225  (191,990)
Depreciation and amortization 37,748  25,893  111,914  106,321 
Reported EBITDA 59,151  45,767  145,475  (1,034,344)
Impairment of Goodwill —  14,751  —  1,107,465 
Transaction and integration costs 5,814  (549) 25,727  71,393 
Severance costs 2,769  2,829  5,173  14,414 
Change in the TRA Liability (6,027) —  836  — 
Optimization project costs 1,010  —  2,732  — 
Proforma synergies —  4,632  —  20,886 
Proforma savings 2,713  5,800  8,717  27,574 
Other 12,246  12,862  37,791  31,063 
Consolidated EBITDA $ 77,676  $ 86,092  $ 226,451  $ 238,451 

The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended Nine Months Ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Net cash provided by operating activities $ 52,714  $ 51,154  $ 67,112  $ (45,770)
Proceeds from sale of property and equipment 294  1,087  1,789  2,493 
Purchases of property and equipment (4,115) (10,414) (20,765) (29,810)
Free cash flow $ 48,893  $ 41,827  $ 48,136  $ (73,087)


12


Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this press release relate to expectations regarding the Company’s long-term growth; ability to achieve and accelerate synergy capture and eliminate costs from our structure; expectations regarding the Company’s expedited freight business; ability to achieve the intended benefits of the acquisition of Omni Logistics, including any revenue and cost synergies; the Company’s expectations regarding the Company’s financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations; the Company’s beliefs regarding the key drivers of sustainable growth and long-term profitability and expectations regarding the Company's revenue growth strategies, including with respect to operational efficiency and cost control.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as tariffs, recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law.
13


Contact:

Investors:
Tony Carreño
investorrelations@forwardair.com

Media:
Hannah Weeg
HWeeg@forwardair.com
14
EX-99.2 3 fwrd3q25earningspresenta.htm EX-99.2 fwrd3q25earningspresenta
Forward Air Corporation Earnings Presentation 3Q25 November 5, 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.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will” and similar references to future periods. Forward-looking statements included in this presentation relate to: expectations regarding customer demand for services of Forward Air Corporation (“Forward,” “we,” “us” or “our”); our outlook on the freight market; our expectations regarding the benefits of the Omni acquisition, including the streamlining of duplicative internal systems such as our ERP systems; our projections with respect to revenue growth following the realization of such synergies; our goals to achieve sustainable growth and long-term profitability; our plans to transition to financial reporting by product and service, consisting of ground, intermodal, air and ocean, and warehousing and value-added services; our plans to improve and priority liquidity and cash generation; our expectations and beliefs regarding the strategic alternative process and our intentions with respect to our future disclosure on the process; our beliefs regarding the ability to drive sustainable growth amidst an uncertain macroeconomic landscape; the impact of tariffs on our business; and expectations regarding Forward's ability to execute on its plan to integrate Omni Logistics, including with respect to the goals related to our One Ground Network. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. The following is a list of factors, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the timing of our review of strategic alternatives; whether we will be able to identify or develop any strategic alternatives to its strategic plan as a standalone company; our ability to execute on material aspects of any strategic alternatives that are identified and pursued; whether we can achieve the potential benefits of any strategic alternatives or our strategic plan as a standalone company, our ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time- consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, our ability to secure terminal facilities in desirable locations at reasonable rates, more limited liquidity than expected which limits our ability to make key investments, the creditworthiness of our customers and their ability to pay for services rendered, our inability to maintain our historical growth rate because of a decreased volume of freight or decreased average revenue per pound of freight moving through our network, the availability and compensation of qualified Leased Capacity Providers and freight handlers as well as contracted, third-party carriers needed to serve our customers’ transportation needs, our inability to manage our information systems and inability of our information systems to handle an increased volume of freight moving through our network, the occurrence of cybersecurity risks and events, market acceptance of our service offerings, claims for property damage, personal injuries or workers’ compensation, enforcement of and changes in governmental regulations, environmental, tax, insurance and accounting matters, the handling of hazardous materials, changes in fuel prices, loss of a major customer, increasing competition, and pricing pressure, evolving macroeconomic factors, including the imposition of additional tariffs, potential escalation from trading partners, the uncertainty surrounding trade policy, including the extent to which increased tariffs will affect our operations and strategic plan, and our limited visibility into the impact of tariffs on third-party shipments, our dependence on our senior management team and the potential effects of changes in employee status, seasonal trends, the occurrence of certain weather events, restrictions in our charter and bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We caution readers that any forward-looking statement made by us in this presentation is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law. Non-GAAP Measures To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), we have included Adjusted EBITDA, Adjusted EBITDA Margin %, Consolidated EBITDA, Consolidated EBITDA Margin %, Net Leverage Ratio, Net Debt, Reported EBITDA, Reported EBITDA Margin %, LTM Reported EBITDA, LTM Reported EBITDA Margin, Unlevered Free Cash Flow, Operating Cash Flow, Excluding Impairment of Goodwill, each a non-GAAP financial measure (each, a “Non-GAAP Measure”), in this presentation. The reconciliation of each Non-GAAP Measure to the most directly comparable financial measure calculated and presented in accordance with GAAP can be found in the Appendix to this presentation. Because each Non-GAAP Measure excludes certain items as described herein, it may not be indicative of the results that Forward expects to recognize for future periods. As a result, each Non-GAAP Measure should be considered in addition to, and not a substitute for, financial information prepared in accordance with GAAP. The Company is also providing Consolidated EBITDA, Liquidity, and Net Leverage Ratio calculated in accordance with Forward’s credit agreement as we believe it provides investors with important information regarding our liquidity, financial condition and compliance with our obligations under our credit agreement. 2


 
01 Combined Overview 02 3Q25 Results 03 Liquidity, Leverage and Cash Flow 04 Investment Rationale 05 Closing Summary 06 Appendix E a r n i n g s P r e s e n t a t i o n Agenda 3


 
E a r n i n g s P r e s e n t a t i o n Combined Overview 4


 
C o m b i n e d O v e r v i e w Who We Are: A Story of Transformation and Excellence Our Heritage Forward Air's revolutionary expedited ground freight network, established in 1981, and Omni’s innovative logistics solutions, founded in 2000, represent decades of excellence in logistics innovation. Our Combined Strength Together, we have created a logistics powerhouse that combines Forward Air's robust North American LTL network with Omni's global logistics solutions, delivering unprecedented value and capabilities to our customers. Our Future This strategic union positions us as a leading force in global logistics, offering comprehensive solutions that span continents and streamline supply chains. 5


 
C o m b i n e d O v e r v i e w By the Numbers $2.5B FY 2024 Revenue $308M FY 2024 CEBITDA1 6K+ Total Employees 2K Freight Handlers2 4M+ Total Shipments3 0.1% Claims Ratio4 250+ Global Facilities 21 Countries 6 1. Consolidated EBITDA (“CEBITDA”). Reconciliation of Non-GAAP financial measures available in the Appendix. 2. Freight handlers included in Total Employees. 3. Total Ground, Intermodal, Air and Ocean shipments per year managed by Expedited Freight, Intermodal, and Omni segments. 4. Combined claims ratio for Expedited Freight and Omni. Calculated as claims amount paid divided by revenue for FY24. All figures for FY24


 
Ground Transportation Air & Ocean Forwarding Intermodal Drayage Warehousing/Value-Added Service • Expedited Less Than Truckload (LTL) Services • Full Truckload (FTL) Shipping • Brokerage Services • Pickup and Delivery • Cross border trucking services • Container Freight Station • Flatbed transportation • Oversized and specialized equipment • High Value Cargo • Hand Carry • Next Flight Out /Time Critical/ Hand Carry • Express Air - 3 to 5 day • Economy Air - 5 to 8 day • Air Charter • Full Container Load (FCL) • Less than Container Load (LCL) • Multimodal Air/Ocean/Ground Freight Solutions • Project cargo (oversized/non- containerized) • Nationwide port and rail drayage of domestic and international containers • Secured container storage • Rail intermodal (domestic and international containers) • Yard hostling / jockey services • Focus on high value, supply chain solutions • Servicing high-tech, data center, medical and complex verticals for supply chain and end customer distribution • End-to-end capability for reverse logistics solutions including in-house sorting and repairs • Product testing • Wholesale fulfillment – Pick and pack • eCommerce fulfillment services Customs Brokerage Free Trade Zone and Bonded Warehouse C o m b i n e d O v e r v i e w Our key product groups provide end-to-end capabilities 7 4M+ Shipments ~ 70% of revenue 250K+ Shipments 4M+ Global warehousing sqft. Legacy Forward Expedited Freight and Intermodal, and Omni Logistics ground freight Omni Logistics air and ocean forwarding, warehousing & distribution and value-added service All figures for FY24 80K+ Shipments ~ 12% of revenue ~ 9% of revenue ~ 9% of revenue


 
C o m b i n e d O v e r v i e w Differentiated and diversified solutions 8 Reporting Segments Expedited Freight Omni Logistics Intermodal Combined Ke y Pr od uc t G ro up s Ground Transportation C us to m s Intermodal Drayage Air / Ocean Forwarding Warehousing / VAS Countries1 3 21 1 21 Global presence in key high demand locations Diversified portfolio of vertically- integrated solutions 1. Countries with leased or owned properties. All figures for FY24


 
C o m b i n e d O v e r v i e w Scalable global footprint 1. Approximated split based on consolidated FY24 revenues by country from shipments directly transported under our control. 9 ~88% ~4% ~7% <1% United States Americas (ex U.S.) APAC EMEA • ~12% of revenue generated outside of the United States.1 • 250+ global facilities in 21 countries. • No single customer represents more than 10% of revenue. • Top 10 customers account for ~24% of revenue. FY24 Revenue % by Customer Region1 All figures for FY24


 
E a r n i n g s P r e s e n t a t i o n 3Q25 Results 10


 
3 Q 2 5 R e s u l t s 3Q25 Highlights 3Q25 $632 Revenue $15 Operating Income $78 Consolidated EBITDA1 12.3% Margin $413 Liquidity 5.5x LTM Net Leverage2 11 1. Reconciliation of Non-GAAP financial measures available in the Appendix. 2. Calculated pursuant to Senior Secured Loan Credit Agreement. Details in the Liquidity, Leverage and Cash Flow section of this presentation. In millions, except for LTM Net Leverage


 
$656 $633 $613 $619 $632 3Q24 4Q24 1Q25 2Q25 3Q25 3 Q 2 5 R e s u l t s | C o n s o l i d a t e d Consolidated Results by Quarter 1. Reconciliation of Non-GAAP financial measures available in the Appendix. Calculated pursuant to the Senior Secured Loan Credit Agreement. 2. Reflects Consolidated EBITDA reported in previous quarters. Amounts were updated to reflect pro forma EBITDA add-backs of cost savings initiatives. Revenue Consolidated EBITDA1 & Consolidated EBITDA Margin %1 12 In millions, except for margin 2 22 $86 $72 $72 $77 $78 13.1% 11.4% 11.7% 12.4% 12.3% 3Q24 4Q24 1Q25 2Q25 3Q25 2 2 2


 
3 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment Results by Quarter 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill. Segment Revenue1 Reported EBITDA2 & Reported EBITDA Margin2 13 In millions, except for margin $285 $266 $249 $258 $259 3Q24 4Q24 1Q25 2Q25 3Q25 $30 $18 $26 $30 $30 10.4% 6.6% 10.4% 11.6% 11.5% 3Q24 4Q24 1Q25 2Q25 3Q25


 
3 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment: Continued pricing and margin improvement 14 Revenue per CWT, ex fuel1,2 & Reported EBITDA Margin3 Revenue per Shipment, ex fuel1,2 & Reported EBITDA Margin3 $24.09 $23.74 $24.76 $24.82 $24.98 10.4% 6.6% 10.4% 11.6% 11.5% 3Q24 4Q24 1Q25 2Q25 3Q25 Revenue per CWT, ex fuel Reported EBITDA Margin +5.2% $207 $203 $208 $209 $210 10.4% 6.6% 10.4% 11.6% 11.5% 3Q24 4Q24 1Q25 2Q25 3Q25 Revenue per Shipment, ex fuel Reported EBITDA Margin +3.0% 1. Excludes accessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams. 3. Reconciliation of Non-GAAP financial measures available in the Appendix. • Corrective pricing action implemented in 4Q24. • Sequential and year-over-year pricing improvement. • 490 bps margin growth since implementing in 4Q24.


 
3 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Financial Results 3Q 2025 3Q 2024 Change Revenue $259 $285 (9.2%) Operating Income $19 $19 0.9% Operating Ratio 92.5% 93.2% 0.7% Reported EBITDA $30 $30 (0.5%) Reported EBITDA Margin 11.5% 10.4% 1.1% 11.4 LTL Shipments per Workday1 LTL Tonnage per Workday1 LTL Revenue per Shipment ex-fuel 9,570 $210 In millions, except for margin 15 1. In thousands


 
0.18% 0.14% 0.12% 0.13% 0.13% 0.15% 0.12% 2021 2022 2023 2024 1Q25 2Q25 3Q25 3 Q 2 5 R e s u l t s | E x p e d i t e d F r e i g h t Expedited Freight Segment: Continued superior service following acquisition 16 Omni acquisition Expedited Freight Segment Claims Ratio1 • Industry-leading claims ratio of ~0.1%. • Superior service to 96% of all continental United States zip codes. • Maintaining priority focus on customer service during integration and transformation. 1. Expedited Freight segment only. Calculated as claims amount paid divided by revenue.


 
3 Q 2 5 R e s u l t s | O m n i L o g i s t i c s Omni Logistics Segment Results by Quarter Reported EBITDA2 & Reported EBITDA Margin %2Segment Revenue1 17 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Excludes impairment of goodwill. $335 $326 $323 $328 $340 3Q24 4Q24 1Q25 2Q25 3Q25 In millions, except for margin $27 $32 $26 $30 $33 8.0% 9.8% 7.9% 9.0% 9.6% 3Q24 4Q24 1Q25 2Q25 3Q25


 
Financial Results 3Q 2025 3Q 2024 Change Revenue $340 $335 1.5% Operating Income $10 $1 758.2% Operating Ratio 97.1% 99.7% (2.6%) Reported EBITDA $33 $27 1 21.9% Reported EBITDA Margin 9.6% 8.0% 1 1.6% 3 Q 2 5 R e s u l t s | O m n i L o g i s t i c s In millions, except for margin 18 1. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill.


 
3 Q 2 5 R e s u l t s | I n t e r m o d a l Intermodal Segment Results by Quarter 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses 2. Reconciliation of Non-GAAP financial measures available in the Appendix. Reported EBITDA2 & Reported EBITDA Margin %2Segment Revenue1 $57 $60 $62 $59 $58 3Q24 4Q24 1Q25 2Q25 3Q25 In millions, except for margin 19 $9 $10 $10 $9 $8 15.1% 17.5% 16.4% 15.1% 14.5% 3Q24 4Q24 1Q25 2Q25 3Q25


 
Financial Results 3Q 2025 3Q 2024 Change Revenue $58 $57 1.6% Operating Income $4 $4 0.3% Operating Ratio 93.0% 92.9% (0.1%) Reported EBITDA $8 $9 (2.2%) Reported EBITDA Margin 14.5% 15.1% (0.6%) 60,976 Drayage Shipments Drayage Revenue per Shipment $864 3 Q 2 5 R e s u l t s | I n t e r m o d a l 20


 
E a r n i n g s P r e s e n t a t i o n Liquidity, Leverage and Cash Flow 21


 
$81 $42 $46 $52 $79 3Q24 4Q24 1Q25 2Q25 3Q25 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w Resilient cash generation despite freight recession 1. Non-GAAP financial metrics. “Operating Cash Flow” and “Unlevered Free Cash Flow” represent the change in Unrestricted Cash less discrete items identified on this slide. 2. Totals may not foot due to rounding. 22 • Operating cash flow improved by $27M sequentially over the prior quarter • Asset-light business model with meaningful upside as cost savings measures are recognized Operating Cash Flow1 In millions +$27M Qtr.-over-Qtr. 3Q24 4Q24 1Q25 2Q25 3Q25 Change in Unrestricted Cash $52 ($32) $11 ($21) $45 (+) Debt Service 27 64 25 59 24 (-) LC Release (19) (2) 0 0 0 Unlevered Free Cash Flow1 $60 $31 $37 $38 $70 (+) Professional Fees 22 12 9 14 10 (+) Earnouts & Purchase Price Adjustments 0 0 0 0 0 Operating Cash Flow1 $81 $42 $46 $52 $79


 
3Q25 & YTD Cash Bridge 23 • Operating cash flow1 of $79M in 3Q25. • Unrestricted cash balance increased $45M from 2Q25 to 3Q25. • Operating cash flow1 of $176M YTD 2025. $95 $79 ($24) ($10) $140 $105 $176 ($108) ($33) $140 6/30 Unrestricted Cash Balance Operating Cash Flow1 Debt Service Professional Fees 9/30 Unrestricted Cash Balance 3Q25 1/31 Unrestricted Cash Balance Operating Cash Flow1 Debt Service Professional Fees 9/30 Unrestricted Cash Balance YTD25 1. Non-GAAP financial metric. “Operating Cash Flow” represents the change in Unrestricted Cash less discrete items identified on this slide. L i q u i d i t y , L e v e r a g e a n d C a s h F l o w


 
$322 $277 $277 $273 $273 $122 $86 $101 $79 $123 $2 $0 <$1 <$1 $15 $19 $15 $16 $17 3Q24 4Q24 1Q25 2Q25 3Q25 L i q u i d i t y , L e v e r a g e a n d C a s h F l o w Liquidity and Leverage Net Leverage1 Net Leverage Ratio1 Required Covenant Leverage Ratio1 Net Cash1,3 Revolving Credit Facility4 Restricted Cash Deduction Foreign Subsidiary Deduction * 24 * * * * 1. Calculated pursuant to Senior Secured Loan Credit Agreement. Figures are as previously reported to lenders. 2. Includes Term Loan, Senior Secured Notes, and Revolving Credit Facility, excludes finance leases. 3. Excludes foreign subsidiaries and restricted cash. 4. Undrawn revolver balance. 5. Totals may not foot due to rounding. In millions 5.4x 5.5x 5.3x 5.7x 5.5x 6.75x 3Q24 4Q24 1Q25 2Q25 3Q25 Liquidity5 $460 $382 $393 $368 $413 Gross Cash* $138 $105 $117 $95 $140 in millions 3Q24 4Q24 1Q25 2Q25 3Q25 Term Loan B $1,045 $1,045 $1,045 $1,045 $1,045 Senior Sec. Notes $725 $725 $725 $725 $725 First Lien Debt2 $1,770 $1,770 $1,770 $1,770 $1,770 Net Cash1,3 122 86 101 79 123 Net Debt 1,648 1,684 1,669 1,691 1,647 Consolidated LTM EBITDA1 307 308 313 298 299 Net Leverage Ratio1 5.4x 5.5x 5.3x 5.7x 5.5x


 
L i q u i d i t y , L e v e r a g e a n d C a s h F l o w No debt maturities over the next 5 years 1. Credit Facility undrawn as of 9/30/2025 other than $27 million letters of credit issued through facility. 25 $300 $1,045 $725 2025 2026 2027 2028 2029 (Jan) 2030 (Dec) 2031 (Oct) Revolving Credit Facility First Lien Term Loan Senior Secured Notes No Long-Term Debt Maturities Until December 2030 Debt maturities by year In millions


 
E a r n i n g s P r e s e n t a t i o n Investment Rationale 26


 
I n v e s t m e n t R a t i o n a l e Laying the foundation for future profitable growth Strong brand, customer value proposition and loyalty Robust North American LTL network with international logistics capabilities Superior service with consistently low claims ratio of 0.1%1 Differentiated and diversified solutions with global scale Highly customizable and specialized service offering of vertically-integrated solutions Scalable growth with over 250 global facilities in 21 countries Rationalized cost structure poised for profitable growth Asset-light business model with normalizing free cash flow generation Realized over $100M in annualized cost savings2 27 1. Combined claims ratio for Expedited Freight and Omni as of FY24. Calculated as claims amount paid divided by revenue for FY24. 2. Since closing the Omni acquisition.


 
4.4% 4.4% 7.3% 7.8% 7.4% 31.7% 19.4% 15.2% 14.7% 9.8% 7.6% 10.4% 8.7% 5.6% 5.2% 5.0% 0.8% 16.0% 13.9% 12.9% 12.7% 11.3% 8.2% 3Q24 4Q24 1Q25 2Q25 3Q25 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 I n v e s t m e n t R a t i o n a l e Meaningful upside as we close margin gap with peers 1. For comparability purposes, Reported EBITDA Margin is calculated as Operating Income plus depreciation & amortization and impairment of goodwill. 2. Using 2Q25 LTM figures for peers and Forward Air segments. 3. Segment averages are weighted based on revenue (excludes Forward segments). 4. Reconciliation of Non-GAAP financial measures available in the Appendix. 17.7% Average3 5.4% Average3 11.8% Average3 28 Forward Consolidated Less-than-Truckload 3PL / Freight Forwarders Truckload / Intermodal LTM Reported EBITDA margin1,4 LTM 2Q25 Peer and Forward Segment Reported EBITDA Margin1,2 Ex pe di te d Fr ei gh t O m ni Lo gi st ic s In te rm od al C om bi ne d LTM 2Q25 Peers versus FWRD by segment


 
E a r n i n g s P r e s e n t a t i o n Closing Summary 01 Delivering exceptional service, performance, and partnership 02 Omni achieved highest revenue and Reported EBITDA, excluding the impact of goodwill, since acquisition 03 Continued pricing and margin improvement in Expedited Freight 04 Intermodal continues to deliver sold results 05 Resilient operating cash flow generation despite freight recession 06 Seeing the benefits of diversified product portfolio 29


 
E a r n i n g s P r e s e n t a t i o n Appendix 30


 
A p p e n d i x Net Income to Adjusted and Consolidated EBITDA Reconciliation 31 1. Non-GAAP financial measure. 2. Totals may not foot due to rounding. In millions, except for LTM Net Leverage Adjusted & Consolidated EBITDA Reconciliation 3Q24 4Q24 1Q25 2Q25 3Q25 LTM (9/30/2025) Net (loss) income from continuing operations ($34) ($35) ($61) ($20) ($24) ($141) Interest expense 53 48 46 45 45 184 Income tax (benefit) expense 1 67 20 (17) 0 70 Depreciation and amortization 26 38 37 37 38 150 Reported EBITDA1,2 $46 $118 $41 $45 $59 $263 Impairment of goodwill 15 (79) -- -- -- (79) Transaction and integration costs (1) 10 14 6 6 36 Change in TRA Liability -- -- -- 7 (6) 1 Severance costs 3 2 2 1 3 7 Optimization project costs -- 10 1 1 1 13 Other 13 2 11 14 12 40 Adjusted EBITDA1,2 $76 $63 $69 $74 $75 $281 Pro forma synergies 5 1 -- -- -- 1 Pro forma savings 6 5 -- -- -- 5 Adjusted EBITDA Excluding Cost Reduction1,2 $86 $69 $69 $74 $75 $287 3Q 2025 Cost Reduction Initiatives -- 3 3 3 3 12 Consolidated EBITDA1,2 $86 $72 $72 $77 $78 $299 Consolidated First Lien Indebtedness 1,770 Net Cash & Cash Equivalents (123) Net Debt $1,647 Consolidated First Lien Net Leverage Ratio 5.5x


 
A p p e n d i x Segment Performance – Expedited Freight 32 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Expedited Freight1,2 3Q24 4Q24 1Q25 2Q25 3Q25 LTM 2Q25 LTM 3Q25 Operating revenue $285 $266 $249 $258 $259 $1,058 $1,032 Operating expenses Purchased transportation 140 136 121 124 125 521 507 Salaries, wages, and employee benefits 59 57 53 54 54 223 218 Operating leases 16 18 15 17 16 66 67 Depreciation and amortization 10 10 10 10 10 42 41 Insurance and claims 12 10 10 11 10 43 42 Fuel expense 2 3 2 3 2 10 10 Other operating expenses 26 24 22 19 21 91 86 Total operating expenses 265 259 234 238 239 996 970 Income (loss) from operations $19 $7 $16 $20 $19 $62 $62 (+) Depreciation and amortization 10 10 10 10 10 42 41 Reported EBITDA $30 $18 $26 $30 $30 $103 103 Reported EBITDA Margin % 10.4% 6.6% 10.4% 11.6% 11.5% 9.8% 10.0%


 
A p p e n d i x Segment Performance – Omni Logistics 33 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. 3. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill. In millions, except for margin Omni Logistics1,2 3Q24 4Q24 1Q25 2Q25 3Q25 LTM 2Q25 LTM 3Q25 Operating revenue $335 $326 $323 $328 $340 $1,312 $1,317 Operating expenses Purchased transportation 195 183 186 185 196 749 750 Salaries, wages, and employee benefits 55 54 57 62 58 228 231 Operating leases 28 23 27 26 30 103 106 Depreciation and amortization 11 23 22 22 23 78 90 Insurance and claims 3 4 3 1 (0) 11 8 Fuel expense 1 1 1 1 1 4 4 Other operating expenses 26 29 25 24 22 103 99 Impairment of goodwill 15 (79) - - - (64) (79) Total operating expenses 333 237 320 321 330 1,212 1,208 Income (loss) from operations $1 $89 $3 $7 $10 $100 $109 (+) Impairment of goodwill 15 (79) - - - (64) (79) Adjusted income (loss) from operations $16 $9 $3 $7 $10 $36 $30 (+) Depreciation and amortization 11 23 22 22 23 78 90 Reported EBITDA3 $27 $32 $26 $30 $33 $114 $120 Reported EBITDA Margin %3 8.0% 9.8% 7.9% 9.0% 9.6% 8.7% 9.1%


 
A p p e n d i x Segment Performance – Intermodal 34 1. Segment totals do not include intercompany eliminations or corporate unallocated expenses. 2. Totals may not foot due to rounding. In millions, except for margin Intermodal1,2 3Q24 4Q24 1Q25 2Q25 3Q25 LTM 2Q25 LTM 3Q25 Operating revenue $57 $60 $62 $59 $58 $239 $240 Operating expenses Purchased transportation 18 19 20 20 19 77 78 Salaries, wages, and employee benefits 15 14 16 15 14 60 60 Operating leases 6 6 6 5 6 23 24 Depreciation and amortization 5 5 5 5 4 18 18 Insurance and claims 3 2 3 3 3 11 11 Fuel expense 2 2 2 2 2 8 8 Other operating expenses 6 5 5 4 5 21 20 Total operating expenses 53 54 57 55 54 219 220 Income (loss) from operations $4 $6 $6 $4 $4 $20 $20 (+) Depreciation and amortization 5 5 5 5 4 18 18 Reported EBITDA $9 $10 $10 $9 $8 $38 $38 Reported EBITDA Margin % 15.1% 17.5% 16.4% 15.1% 14.5% 16.0% 15.9%


 
A p p e n d i x Consolidated LTM Financials by Quarter 35 1. Totals may not foot due to rounding. 2. Reported EBITDA and Reported EBITDA Margin shown excluding impairment of goodwill. In millions, except for margin Consolidated1 LTM 3Q24 LTM 4Q24 LTM 1Q25 LTM 2Q25 LTM 3Q25 Operating revenue $2,180 $2,474 $2,546 $2,521 $2,497 Operating expenses Purchased transportation 1,081 1,251 1,278 1,260 1,243 Salaries, wages, and employee benefits 478 536 549 551 569 Operating leases 155 182 192 195 199 Depreciation and amortization 124 144 150 138 150 Insurance and claims 56 65 67 68 63 Fuel expense 21 21 22 21 21 Other operating expenses 293 310 252 230 215 Impairment of goodwill 1,107 1,028 1,028 (64) (79) Total operating expenses 3,316 3,537 3,538 2,398 2,382 Income (loss) from operations ($1,136) ($1,063) ($992) $123 $115 (+) Impairment of goodwill 1,107 1,028 1,028 (64) (79) Adjusted income (loss) from operations ($28) ($35) $36 $59 $36 (+) Depreciation and amortization 124 144 150 138 150 Reported EBITDA2 $96 $109 $186 $196 $186 Reported EBITDA Margin %2 4.4% 4.4% 7.3% 7.8% 7.4%


 
A p p e n d i x Expedited Freight Segment Operating Metrics 36 Shipments per Day1 Weight per Shipment Revenue per Shipment, excluding fuel1,2 In thousands In pounds (4.8)% 1.4% 3.4% (2.3)% (9.0)% (10.9)% (15.4)% (12.3)% YoY % change 11.3% 7.4% 2.5% 4.5% 5.0% 1.6% 2.7% (1.9)% YoY % change 2.4% 0.7% 3.7% 4.0% 4.0% 4.1% 4.6% 1.6% YoY % change 1. Excludes assessorial and Truckload products. 2. Includes intercompany revenue between the Network and Truckload revenue streams. 13.4 12.9 13.6 13.0 12.2 11.5 11.5 11.4 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 815 827 821 858 856 840 843 841 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25 $195 $200 $200 $207 $203 $208 $209 $210 4Q23 1Q24 2Q24 3Q24 4Q24 1Q25 2Q25 3Q25


 
Forward Air Corporation (NASDAQ: FWRD) IR Contact | Tony Carreño investorrelations@forwardair.com https://ir.forwardaircorp.com