fwrd-20260331

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, 2026

☐ 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 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

75019

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (817) 552-5270

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FWRD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of April 29, 2026 was 31,625,046.


Table of Contents
Forward Air Corporation

		Page
		Number
	Part I: Financial Information

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets – March 31 , 202 6 and December 31, 20 25	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss - Three Months Ended March 31, 202 6 and 202 5	4



	Condensed Consolidated Statements of Cash Flows – Three Months Ended March 31 , 202 6 and 202 5	5

	Condensed Consolidated Statements of Shareholders’ Equity – Three Months Ended March 31 , 20 26 and 20 25	6

	Notes to Condensed Consolidated Financial Statements – Ma rch 31 , 20 26	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

	Part II: Other Information

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Signatures		31

Table of Contents


Forward Air Corporation
Condensed Consolidated Balance Sheets
(unaudited and in thousands, except share and per share amounts)

	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	141,022	$	105,996

Accounts receivable, less allowance of $4,609 in 2026 and $3,749 in 2025	330,699		343,559
Other receivables	3,077		6,147
Prepaid expenses	29,453		28,045
Other current assets	38,105		37,254

Total current assets	542,356		521,001


Property and equipment, net of accumulated depreciation and amortization of $348,946 in 2026 and $340,021in 2025	286,652		297,882
Operating lease right-of-use assets	402,712		412,535
Goodwill	522,712		522,712
Other acquired intangibles, net of accumulated amortization of $324,223 in 2026 and $301,453 in 2025	884,021		906,791
Other long-term assets	57,426		58,023

Total assets	$	2,695,879	$	2,718,944

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	103,693	$	121,752
Accrued expenses	133,142		114,422
Other current liabilities	76,937		69,130
Current portion of finance lease obligations	15,317		15,995
Current portion of operating lease liabilities	112,808		107,026

Total current liabilities	441,897		428,325

Finance lease obligations, less current portion	18,851		22,387
Long-term debt	1,690,253		1,687,248
Liabilities under tax receivable agreement	28,255		11,548
Operating lease liabilities, less current portion	313,153		327,011
Other long-term liabilities	56,221		53,540
Deferred income taxes	24,973		27,221



Shareholders' equity:
Preferred stock, $0.01 par value: Authorized shares - 5,000,000; no shares issued or outstanding as of March 31, 2026 and as of December 31, 2025	—		—
Series B preferred stock, $0.01 par value: Authorized shares - 15,000; issued and outstanding shares - 8,627 as of March 31, 2026 and 8,760 as of December 31, 2025	—		—
Common stock, $0.01 par value: Authorized shares - 50,000,000; issued and outstanding shares - 31,598,268 as of March 31, 2026 and 31,326,561 as of December 31, 2025	316		313
Additional paid-in capital	564,626		559,551
Accumulated deficit	(482,911)		(447,100)

Accumulated other comprehensive (loss) income	(1,030)		580
Total Forward Air shareholders' equity	81,001		113,344
Noncontrolling interest	41,275		48,320
Total shareholders' equity	122,276		161,664
Total liabilities and shareholders' equity	$	2,695,879	$	2,718,944

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

Table of Contents


Forward Air Corporation
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited and in thousands, except per share amounts)

	Three Months Ended
	March 31, 2026		March 31, 2025
Operating revenues	$	582,046	$	613,281

Operating expenses:
Purchased transportation	283,777		304,262
Salaries, wages and employee benefits	115,576		141,915
Operating leases	49,713		48,792
Depreciation and amortization	38,521		37,360
Insurance and claims	13,498		15,007
Fuel expense	4,927		5,649
Other operating expenses	55,593		55,533

Total operating expenses	561,605		608,518
Income from operations	20,441		4,763

Other income and expenses:
Interest expense, net	(43,587)		(45,547)
Foreign exchange gain (loss)	1,698		(922)
Other (expense) income, net	(16,957)		104
Total other expense	(58,846)		(46,365)
Net loss before income taxes	(38,405)		(41,602)
Income tax expense	1,793		19,589

Net loss	(40,198)		(61,191)
Net loss attributable to noncontrolling interest	(5,879)		(10,554)
Net loss attributable to Forward Air	$	(34,319)	$	(50,637)



Basic and diluted net loss per share attributable to Forward Air	$	(1.09)	$	(1.68)



Net loss	$	(40,198)	$	(61,191)
Other comprehensive loss:
Foreign currency translation adjustments	(2,046)		265
Comprehensive loss	(42,244)		(60,926)
Comprehensive loss attributable to noncontrolling interest	(6,315)		(10,554)
Comprehensive loss attributable to Forward Air	$	(35,929)	$	(50,372)

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

Table of Contents


Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(unaudited and in thousands)

	Three Months Ended
	March 31, 2026		March 31, 2025

Operating activities:
Net loss	$	(40,198)	$	(61,191)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	38,521		37,360

Share-based compensation expense	3,541		2,958
Provision for revenue adjustments	731		647
Deferred income tax benefit	(2,170)		(2,792)
Other	3,870		3,799
Changes in operating assets and liabilities:
Accounts receivable	11,863		(21,145)
Other receivables	2,052		(434)
Other current and noncurrent assets	(3,097)		767
Accounts payable and accrued expenses	30,625		67,646
Net cash provided by operating activities	45,738		27,615
Investing activities:
Proceeds from sale of property and equipment	1,428		691
Purchases of property and equipment	(6,946)		(11,906)

Other	—		(24)
Net cash used in investing activities	(5,518)		(11,239)
Financing activities:
Repayments of finance lease obligations	(4,225)		(4,431)
Proceeds from credit facility	—		25,000
Payments on credit facility	—		(25,000)






Payment of minimum tax withholdings on share-based awards and other	(685)		(894)

Net cash used in financing activities	(4,910)		(5,325)
Effect of exchange rate changes on cash	(284)		357





Net increase in cash and cash equivalents	35,026		11,408
Cash and cash equivalents at beginning of period	105,996		105,266



Cash and cash equivalents at end of period	$	141,022	$	116,674

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

Table of Contents


Forward Air Corporation
Condensed Consolidated Statements of Shareholders' Equity
(unaudited and in thousands)

	Common Stock			Preferred Stock - Class B Amount			Preferred Stock - Class C Amount			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non-controlling Interest		Total Shareholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2025	31,327	$	313	9	$	—	—	$	—	$	559,551	$	580	$	(447,100)	$	48,320	$	161,664
Net loss	—	—		—	—		—	—		—		—		(34,319)		(5,879)		(40,198)
Foreign currency translation adjustments	—	—		—	—		—	—		—		(1,610)		—		(436)		(2,046)
Issuance of share-based awards	191	2		—	—		—	—		(2)		—		—		—		—
Payment of minimum tax withholdings on share-based awards and other	(53)	—		—	—		—	—		807		—		(1,492)		—		(685)
Series B - Conversions	133	1		—	—		—	—		729		—		—		(730)		—



Share-based compensation expense	—	—		—	—		—	—		3,541		—		—		—		3,541

Balance at March 31, 2026	31,598	$	316	9	$	—	—	$	—	$	564,626	$	(1,030)	$	(482,911)	$	41,275	$	122,276



	Common Stock			Preferred Stock - Class B Amount			Preferred Stock - Class C Amount			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Retained (Deficit) Earnings		Non-controlling Interest		Total Shareholders' Equity
	Shares	Amount		Shares	Amount		Shares	Amount
Balance at December 31, 2024	29,761	$	298	10	$	—	—	$	—	$	542,390	$	(2,732)	$	(338,228)	$	84,140	$

SEC Form 10-Q filed by Forward Air Corporation