FORWARD AIR CORP

Certain statements made in this prospectus and the documents incorporated by reference into this prospectus are “forward-looking statements.” Words such as “estimates,” “projected,” “expects,” “estimated,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include:

•any statements regarding our ability to achieve the intended benefits of the Omni Acquisition, including cost and revenue synergies;

•any statements regarding any payments that we will be required to make to Omni Holders,

•any statements regarding our substantial indebtedness, including our ability to service our debt;

•any statements regarding future performance;

•any statements regarding any projections of earnings, revenues, payment of dividends, other financial items or related accounting treatment, or cost reduction measures;

•any statements of plans, strategies, and objectives of management for future operations;

•any statements regarding future insurance, claims and litigation and any associated estimates or projections operations, including our strategy to expand service offerings and terminal footprint;

•any statements regarding our commitment to accelerate expansion, both domestically and internationally;

•any statements regarding the impact of regulations, economic sanctions or legislation on our business;

•any statements regarding an increase in the cost of new equipment; any statements concerning proposed or intended, new services, developments or integration measures;

•any statements regarding our technology and information systems, including the effectiveness of each;

•any statements regarding competition, including our specific advantages, the capabilities of our segments, including the integration of services and our geographic location;

•any statement regarding our properties; any statements regarding intended expansion through acquisition or greenfield startups;

•any statements regarding future business, economic conditions or performance; any statements regarding our ESG and sustainability initiatives, initiatives, including any partnerships that we enter into in connection with our goals;

•any statement regarding certain tax and accounting matters, including the impact on our financial statements;

•any statements regarding our ongoing commitment to cybersecurity;

•any statements regarding the availability of cash;

•any statements regarding the impact of the Ransomware Incident on our business, future operations and results;

•any statements regarding our expectations of freight volumes, and any impact on rates;

•any statement regarding the impact and implementation of disclosure control systems;

•and any statements of belief and any statements of assumptions underlying any of the foregoing.

The forward-looking statements contained in this prospectus and the documents incorporated by reference into this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this prospectus and the section entitled “Risk Factors” in our 2023 Form 10-K incorporated by reference herein. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.