FORWARD AIR CORP

As filed with the Securities and Exchange Commission on June 10, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FORWARD AIR CORP ORATION

(Exact name of registrant as specified in its charter)

Greeneville, Tennessee 37745

(423)636-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael L. Hance

Chief Legal Officer and Secretary

Greeneville, Tennessee 37745

(423) 636-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Flora R. Perez, Esq.Greenberg Traurig, P.A.401 East Las Olas Boulevard Suite 2000Fort Lauderdale, FL 33301(954) 765-0500

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company☐

Emerging growth company☐

If an emerging growth company, indicate by 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 10, 2024

PRELIMINARY 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 Corporation (the “Company,” “we,” “us,” or “our”) consisting of:

(1)5,135,008 shares of Common Stock on an as-exchanged basis that were issued to certain equityholders of Omni Newco, LLC (“Omni”) and Omni Management Holdings, LLC (“Management Holdings”) (the equityholders of Omni and Management Holdings are referred to in this prospectus as the “Omni Holders” and the “Omni Management Holders”, respectively) in connection with our acquisition of Omni, Management Holdings and Omni’s direct and indirect subsidiaries (the “Omni Acquisition”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (as amended by Amendment No. 1, dated as of January 22, 2024, the “Merger Agreement”), among us, Omni and the other parties thereto, which consist of (x) 699,707 shares of Common Stock and (y) 4,435,301 Opco Class B Units (as defined in this prospectus), or its equivalent designation in Management Holdings, and corresponding Company Series B Preferred Units which, together with the Opco Class B Units (or their equivalent units in Management Holdings as applicable), are exchangeable into Common Stock; and

(2)8,880,010 shares of Common Stock on an as-converted and as-exchanged basis that were issued to certain Omni Holders and Omni Management Holders as consideration in connection with the Omni Acquisition, which consist of (x) 1,210,006 Company Series C Preferred Units (as defined in this prospectus) which were converted to Common Stock upon receipt of the approval of our shareholders at our 2024 Annual Shareholders Meeting (the “Conversion Approval”) and (y) 7,670,004 Opco Series C-2 Preferred Units, or its equivalent designation in Management Holdings, which were converted into Opco Class B Units (or their equivalent units in Management Holdings as applicable) and corresponding Company Series B Preferred Units upon receipt of the Conversion Approval and are exchangeable into Common Stock.

We will not receive any proceeds from the sale of shares of Common Stock by the selling shareholders pursuant to this prospectus.

Our registration of the securities covered by this prospectus does not mean that either we or the selling shareholders will issue, offer or sell, as applicable, any of the Common Stock. The selling shareholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling shareholders may sell the shares in the section entitled “Plan of Distribution.”

You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our Common Stock.

Our shares of Common Stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “FWRD.” On June 6, 2024, the closing price of our Common Stock was $19.35 per share.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____, 2024.

You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. Throughout this prospectus, unless otherwise noted or otherwise suggested by context, all references to the “Company”, “we,” “us” or “our” refer to Forward Air Corporation.