FORWARD AIR CORP

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:

FORWARD AIR CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1915 Snapps Ferry Road, Building N

Greeneville, Tennessee 37745

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD JUNE 11, 2025

To the Shareholders of Forward Air Corporation:

The 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Forward Air Corporation (the “Company”) will be held on June 11, 2025, beginning at 8:00 a.m. CDT, at the Embassy Suites, 771 W John Carpenter Freeway, Irving, Texas 75039.

The purposes of this meeting are to:

1. Proposal 1 - Elect eleven directors as set forth in the Proxy Statement with terms expiring at the 2026 Annual Meeting of Shareholders, or until their respective successors are elected and qualified;

2. Proposal 2 - Approve the Company’s 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”);

3. Proposal 3 - Approve the Company’s 2025 Non-Employee Director Stock Plan (the “2025 NED Plan”);

4. Proposal 4 - Approve, on a non-binding, advisory basis, the compensation of the named executive officers;

5. Proposal 5 - Ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the 2025 fiscal year;

6. Proposal 6 -Approve the Plan of Merger (the “Merger Agreement”), between the Company and FWRD-Delaware (as defined herein), a newly formed Delaware corporation and wholly owned subsidiary of the Company, to effect the reincorporation of the Company from the State of Tennessee to the State of Delaware (the “Reincorporation” and this proposal, the “Reincorporation Proposal”); and

7. Transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement thereof.

We will make available a list of shareholders of record as of April 30, 2025, the record date for the Annual Meeting, for inspection by shareholders during normal business hours until June 10, 2025, at the Company’s principal place of business, 1915 Snapps Ferry Road, Building N, Greeneville, Tennessee 37745. The list will also be available to shareholders at the Annual Meeting.

Only holders of the Company’s common stock, par value $0.01 per share (“Company Common Stock”), or fractional units of the Company’s Series B Preferred Stock (“Company Series B Preferred Stock”), in each case, at the close of business on April 30, 2025 are entitled to notice of and to vote at the Annual Meeting. Our Board of Directors recommends a vote“FOR”each of the director nominees in Proposal 1 and a vote“FOR”Proposals 2, 3, 4, 5, and 6.

As required by Chapter 23 of the Tennessee Business Corporation Act, in connection with the Reincorporation Proposal, the Company has concluded that (i) holders of the outstanding shares of Company Common Stock as of the record date are not entitled to assert dissenters’ rights under the Tennessee Business Corporation Act and (ii) holders of the Company Series B Preferred Stock as of the record date are or may be entitled to assert dissenters’ rights under the dissenters’ rights chapter of the Tennessee Business Corporation Act. A copy of the dissenters’ rights chapter is included with the enclosed Proxy Statement as Annex F. See also “Dissenters’ Rights” beginning on page F-1 in the enclosed Proxy Statement for more information.

It is important that your shares be represented at the Annual Meeting. Whether or not you expect to attend the meeting, please vote and submit your proxy over the Internet, by telephone or by mail. Please refer to the enclosed proxy card for specific voting instructions.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 2025.

Our Proxy Statement and Annual Report are available online at www.proxyvote.com. The approximate date on which these materials will be first made available or sent to shareholders is May 13,2025.