FORWARD AIR CORP
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 5, 2026
FWRD$16.64-1.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001628280-26-033501
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsManagementCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001628280-26-053329
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 74 previous paragraphs and 115 current paragraphs.
23 unchanged; 29 reworded; 60 added; 22 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 6 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (60)
Current report
Cautionary Statement Regarding Forward-Looking Statements
Current report
The following management’s discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included in Part I, Item 1 in this Quarterly Report and our audited consolidated financial statements as of December 31, 2025, included in our Annual Report.
Current report
In July 2026, we entered into a non-binding memorandum of understanding (the “MOU”), pursuant to which we would retain approximately 50% of the services revenue provided to the Customer in 2025, with the potential of retaining an additional 25% of service revenues, subject to the execution of a definitive agreement. The transfer of the portion of the business that is expected to be transitioned to third parties is expected to begin in December 2026 with the transition continuing through 2027. We continue to negotiate the terms of the transition, including any related termination or disentanglement fees and the transfer of any leases. Additionally, we continue to explore all options to retain as much of this business as possible.
Current report
Results from Operations — Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025
Current report
Operating expenses increased $275.0 million, or 45.9%, to $874.3 million for the three months ended June 30, 2026 compared to $599.3 million for the three months ended June 30, 2025. The increase was primarily due to the $244.0 million goodwill impairment charge associated with our Omni Logistics segment and cost increases associated with the higher revenues. Refer to Note 5—Goodwill and Other Intangible Assets for additional information.
Current report
Operating loss was $201.3 million for the three months ended June 30, 2026 compared to operating income of $19.5 million for the three months ended June 30, 2025. The change in operating loss was primarily due to the $244.0 million goodwill impairment charge associated with our Omni Logistics segment, partially offset by profit improvement due to increased revenues in our Expedited Freight segment.
Current report
Total other expense decreased $13.9 million, or 24.6%, to expense of $42.7 million for the three months ended June 30, 2026 compared to an expense of $56.6 million for the three months ended June 30, 2025. The decrease in total other expense was primarily due to a $1.2 million adjustment to decrease liabilities under the Tax Receivable Agreement in the three months ended June 30, 2026 compared to a $6.9 million adjustment to increase liabilities under the Tax Receivable Agreement in the prior period. Additionally, foreign currency exchange decreased by $4.1 million. These decreases were partially offset by a gain of $3.6 million on the sale of a business unit within our Omni Logistics segment during the three months ended June 30, 2026.
Current report
Net Loss Attributable to Noncontrolling Interest
Current report
The Company is organized as an umbrella partnership C Corporation. Net losses are allocated to noncontrolling interest holders based on the percentage ownership in Clue Opco LLC (“Opco”) of the Class B shareholders. Approximately 15.7% of consolidated net losses were attributed to noncontrolling interest for the three months ended June 30, 2026 compared to 38.2% for the three months ended June 30, 2025. The decrease in the percentage is due to exchanges of Class B shares to common stock from June 30, 2025 through June 30, 2026 and net losses for Forward Air Corporation, which are not allocated to noncontrolling interest and consist primarily of changes in the value of the Tax Receivable Agreement and the impact of income tax expense.
Current report
The following table sets forth the operating statistics of our Expedited Freight segment:
Current report
(1)Excludes accessorial and Truckload products.
Current report
(2)Includes intercompany revenue between the Network and Truckload revenue streams.
Current report
Purchased transportation increased $43.5 million, or 34.9%, to $167.9 million for the three months ended June 30, 2026 from $124.4 million for the three months ended June 30, 2025. Purchased transportation was 52.6% of operating revenues for the three months ended June 30, 2026 compared to 48.3% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation increased in correlation with the increase in revenues period over period, and the mix of revenue between Network and Truckload where Truckload requires additional amounts of purchased transportation.
Current report
Salaries, wages and employee benefits increased $3.6 million, or 6.7%, to $57.6 million for the three months ended June 30, 2026 from $53.9 million for the three months ended June 30, 2025. Salaries, wages and employee benefits were 18.0% of operating revenues for the three months ended June 30, 2026 compared to 20.9% for the same period in 2025. The increase in salaries, wages and employee benefits expense was primarily due to the 6.7% increase in tonnage moved period over period.
Current report
Operating revenues increased $10.2 million, or 3.1%, to $338.5 million for the three months ended June 30, 2026 from $328.3 million for the three months ended June 30, 2025. This was due to an increase in Contract Logistics and Air and Ocean services, partially offset by the decrease in Ground services. Contract Logistics and Air and Ocean services increased due to an increase in demand from our customers. Ground services during the three months ended June 30, 2026 decreased primarily due to the conversion of certain customers to Expedited Freight that were previously serviced by Omni Logistics in the prior period, as discussed above in the Expedited Freight segment section.
Current report
Purchased transportation increased $5.1 million, or 2.8%, to $190.2 million for the three months ended June 30, 2026 from $185.0 million for the three months ended June 30, 2025. Purchased transportation was 56.2% of operating revenues for the three months ended June 30, 2026 compared to 56.4% for the same period in 2025. Purchased transportation increased primarily in correlation with the increase in revenues period over period.
Current report
Other operating expenses decreased $4.2 million, or 17.2%, to $20.1 million for the three months ended June 30, 2026 from $24.3 million for the three months ended June 30, 2025. Other operating expenses were 5.9% of operating revenues for the three months ended June 30, 2026 compared to 7.4% for the same period in 2025. Other operating expenses primarily decreased as a result of cost reduction efforts initiated by the Company beginning in 2025.
Current report
Impairment of Goodwill
Current report
During the three months ended June 30, 2026, we recorded a $244.0 million goodwill impairment charge as a result of the anticipated decrease in future revenues from the Customer, together with a sustained decrease in our stock price. There were no impairment charges during the three months ended June 30, 2025. Refer to Note 5—Goodwill and Other Intangible Assets for additional information.
Current report
The following table sets forth the operating statistics of our Intermodal segment:
Current report
Operating revenues increased $0.6 million, or 1.0%, to $59.7 million for the three months ended June 30, 2026 from $59.1 million for the three months ended June 30, 2025. This increase was driven by a 9.3% increase in drayage revenue per shipment, which was driven by an increase in the fuel portion of our drayage revenue, partially offset by a 0.6% reduction in drayage shipments. Operating revenues were impacted by a decrease in non-drayage revenue of $4.3 million as compared to the prior year period.
Current report
Salaries, wages and employee benefits decreased $1.6 million or 10.4%, to $13.8 million for the three months ended June 30, 2026 from $15.4 million for the three months ended June 30, 2025. Salaries, wages and employee benefits were 23.1% of operating revenues for the three months ended June 30, 2026 compared to 26.0% for the same period in 2025. Salaries, wages and employee benefits decreased primarily due to the decrease in drayage shipments and the decrease in non-drayage revenues during the current year period.
Current report
Insurance and Claims
Current report
Insurance and claims decreased $1.3 million, or 42.8%, to $1.8 million for the three months ended June 30, 2026 from $3.1 million for the three months ended June 30, 2025. Insurance and claims were 3.0% of operating revenues for the three months ended June 30, 2026 compared to 5.3% for the same period in 2025. The decrease in insurance and claims was primarily due to claims reimbursements received during the three months ended June 30, 2026.
Current report
Results from Operations — Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025
Current report
Operating revenues increased $23.0 million, or 1.9% to $1,255.1 million for the six months ended June 30, 2026 compared to $1,232.1 million for the six months ended June 30, 2025. The increase was primarily associated with an increase in tonnage shipped and an increase in revenue per hundredweight in our Expedited Freight segment. The results for our reportable segments are discussed in detail below.
Current report
Operating Expenses
Current report
Operating expenses increased $228.1 million, or 18.9%, to $1,436.0 million for the six months ended June 30, 2026 compared to $1,207.8 million for the six months ended June 30, 2025. The increase was primarily due to the $244.0 million goodwill impairment charge associated with our Omni Logistics segment and increased other operating expenses, partially offset by reductions in salaries, wages and employee benefits. Refer to Note 5—Goodwill and Other Intangible Assets for additional information.
Current report
Operating loss was $180.9 million for the six months ended June 30, 2026 compared to operating income of $24.3 million for the six months ended June 30, 2025. The change in operating loss was primarily due to the $244.0 million goodwill impairment charge associated with our Omni Logistics segment, partially offset by profit improvement due to increased revenues in our Expedited Freight segment and a reduction in Corporate expenses.
Current report
Total Other Expense
Current report
Total other expense decreased $1.4 million, or 1.4%, to expense of $101.6 million for the six months ended June 30, 2026 compared to an expense of $103.0 million for the six months ended June 30, 2025. The decrease in total other expense was primarily due to a decrease in foreign currency exchange of $6.7 million and a decrease of interest expense of $3.6 million compared to the same period in the prior year. Partially offsetting these decreases is an $8.6 million increase in expense associated with the liabilities under the Tax Receivable Agreement.
Current report
Income Taxes
Current report
Net Loss Attributable to Noncontrolling Interest
Current report
The Company is organized as an umbrella partnership C Corporation. Net losses are allocated to noncontrolling interest holders based on the percentage ownership in Opco of the Class B shareholders. Approximately 15.6% of consolidated net losses were attributed to noncontrolling interest for the six months ended June 30, 2026 compared to 22.5% for the six months ended June 30, 2025. The decrease in the percentage is due to exchanges of Class B shares to common stock from June 30, 2025 through June 30, 2026 and net losses for Forward Air Corporation, which are not allocated to noncontrolling interest and consist primarily of changes in the value of the Tax Receivable Agreement liability and the impact of income tax expense.
Current report
Expedited Freight — Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025
Current report
The following table sets forth the operating statistics of our Expedited Freight segment:
Current report
(1)Excludes accessorial and Truckload products.
Current report
(2)Includes intercompany revenue between the Network and Truckload revenue streams.
Current report
Operating revenues increased $84.7 million, or 16.7%, to $591.8 million for the six months ended June 30, 2026 from $507.1 million for the six months ended June 30, 2025. The increase was primarily due to increased Truckload revenues, which resulted from an increase of $37.2 million in intersegment revenues with Omni Logistics' Ground operations and $16.7 million in operating revenues from the conversion of certain customers previously serviced by Omni Logistics in the prior year. Network revenues increased reflecting a 2.4% increase in tonnage and a 5.3% increase in revenue per hundredweight as compared to the same period in the prior year.
Current report
Salaries, Wages, and Employee Benefits
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Removed paragraphs (22)
Previous report
While there can be no assurances as to the portion of the business that will be transitioned, transition timing or transition plan, the Company’s existing agreements with the Customer contemplate a transition period in some cases of up to 24 months. Forward Air expects an orderly transition and is in the process of negotiating the scope of the transition, as well as disentanglement fees in respect of transition related costs. Forward Air is exploring all options to retain as much of this business as possible.
Previous report
The Customer has been growing their relationship with the Company over the past two years and their revenue represented slightly less than 10% of the Company’s revenue for the year ended December 31, 2025, and approximately 12% of consolidated operating revenues for the three months ended March 31, 2026. The Customer is concentrated in the Omni Logistics segment. While these discussions did not result in a triggering event for impairment of the Company's reporting units during the three months ended March 31, 2026, there is no certainty that there will not be a triggering event in future periods. If such a triggering event were to occur, any potential decline in operating results and cash flows may result in an impairment of goodwill and other intangible assets in future periods.
Previous report
The following table sets forth our consolidated financial data for the three months ended March 31, 2026 and 2025 (unaudited and in thousands):
Previous report
Operating expenses decreased $46,913, or 7.7%, to $561,605 for the three months ended March 31, 2026 compared to $608,518 for the three months ended March 31, 2025. The decrease was primarily due to lower salaries, wages and employee benefits and purchased transportation as a result of decreased revenue.
Previous report
Income from operations increased $15,678, or 329.2%, to income of $20,441 for the three months ended March 31, 2026 compared to income of $4,763 for the three months ended March 31, 2025. The increase was primarily due to effective management of operating expenses in the current freight business environment and an $11,112 reduction in transaction and acquisition costs.
Previous report
Total other expense increased $12,481, or 26.9%, to expense of $58,846 for the three months ended March 31, 2026 compared to an expense of $46,365 for the three months ended March 31, 2025. The increase was primarily due to a $16,707 adjustment to increase liabilities under the Tax Receivable Agreement.
Previous report
As a result of the foregoing factors, net loss improved by $20,993, to $40,198 for the three months ended March 31, 2026 compared to $61,191 net loss for the three months ended March 31, 2025.
Previous report
The following table sets forth the financial data of our Expedited Freight segment for the three months ended March 31, 2026 and 2025 (unaudited and in thousands):
Previous report
Salaries, wages and employee benefits increased $3,073, or 5.8%, to $55,650 for the three months ended March 31, 2026 from $52,577 for the three months ended March 31, 2025. Salaries, wages and employee benefits were 20.4% of Expedited Freight operating revenues for the three months ended March 31, 2026 compared to 21.1% for the same period in 2025. The increase in salaries, wages and employee benefits expense was primarily due to the intersegmental shift of personnel for supporting the Truckload operations.
Previous report
The following table sets forth the financial data of our Omni Logistics segment for the three months ended March 31, 2026 and 2025 (unaudited and in thousands):
Previous report
Operating revenues decreased $21,052, or 6.5%, to $302,418 for the three months ended March 31, 2026 from $323,470 for the same period in 2025. This was due to decreased ground, air and ocean services, which was partially offset by the increase in contract logistics. Ground and air and ocean services have decreased due to softer demand from the segment's customers.
Previous report
The following table sets forth the financial data of our Intermodal segment for the three months ended March 31, 2026 and 2025 (unaudited and in thousands):
Previous report
Salaries, wages and employee benefits decreased $2,268 or 14.2%, to $13,663 for the three months ended March 31, 2026 from $15,931 for the three months ended March 31, 2025. Salaries, wages and employee benefits were 25.7% of operating revenues for the three months ended March 31, 2026 compared to 25.5% for the same period in 2025. Salaries, wages and employee benefits decreased primarily due to the decrease in operating revenues during the current year period.
Previous report
Corporate - Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025
Previous report
In this Form 10-Q, forward-looking statements include, but are not limited to, any statements regarding: (i) any projections of earnings, revenues, other financial items or related accounting treatment, or cost reduction measures, including any impact of the Omni Acquisition on our financial statements; (ii) future performance, including any expectations about our ability to increase shipments; (iii) our ability to maintain compliance with the covenants of our indebtedness instruments; (iv) our yield management process, any improvements in operating efficiencies and our ability to create synergies across our services; (v) changes in fuel prices and volatility in fuel surcharge revenue, and their impact on our results of operations; (vi) consumer demand and inventory levels, and the impact on freight volumes; (vii) future insurance, claims and litigation and any associated estimates or projections; (viii) our ability to accelerate the expansion of the Company’s terminal footprint; (ix)
Previous report
certain tax and accounting matters, including the impact on our financial statements and our ability to realize remaining net deferred tax assets; (x) the expected impact on our business of government regulation and laws and changes thereto; (xi) our ability to use key performance metrics and key operating statistics to gauge progress and make forecasts; (xii) future business, economic conditions and industry projections; (xiii) competition, including our specific advantages, the capabilities of our segments, including the integration of services and our geographic location; (xiv) expectations regarding plans, strategies, and objectives of management for future operations and the potential sale of non-core assets; (xv) our beliefs regarding the effect on our condensed consolidated financial statements resulting from the resolution of claims and pending litigation; (xvi) our beliefs regarding our ability to support our working capital, capital expenditures and debt service requirements over the next twelve months; (xvii) our beliefs regarding the effectiveness of our internal control over financial reporting; (xviii) our beliefs regarding the ongoing review of strategic alternatives; and (xix) any belief and any statements of assumptions underlying any of the foregoing.
Previous report
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such 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, including potential escalation from trading partners and their risk on third-party shipments, and the extent to which these factors may affect our operations and strategic plan, the timing of our review of strategic alternatives and whether we will be able to develop, execute on and achieve the potential benefits of any strategic alternative we identify, recessions, inflation, higher interest rates and downturns in customer business cycles, the outcome and related impact of the Omni Acquisition, continued weakening of the freight environment, future debt and financing levels, the outcome of any legal proceedings related to the Omni Acquisition, our substantial indebtedness and our ability to comply with debt covenants, our ability to manage our growth and ability to grow, in part, through acquisitions while being able to successfully integrate such acquisitions, 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 motor 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 by‑laws, the cost of new equipment, the impact and efficacy of our disclosure controls and procedures, and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025. As a result of the foregoing, no assurance can…
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Reworded paragraphs (29)
Previous wording
This report contains “forward-looking statements,” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. Some forward-looking statements may be identified by use of such terms as “believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects” or “expects.”
Current wording
This Quarterly Report on Form 10-Q (our “Quarterly Report”) contains “forward-looking statements,” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historical information or statements of current condition and relate to future events or our future financial performance. Some forward-looking statements may be identified by use of such terms as “believes,” “anticipates,” “intends,” “plans,” “estimates,” “projects,” “expects.” or the negative thereof. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause or contribute to a material difference include those risks discussed under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Annual Report”), as well updates to the risks included in Part II, Item 1A. “Risk Factors” in this Quarterly Report and our other filings with the Securities and Exchange Commission. All forward looking statements set forth in this Quarterly Report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. Forward-looking statements set forth in this Quarterly Report speak only as of the date hereof, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Previous wording
We are a leading asset-light provider of transportation services. We provide ground transportation, air and ocean forwarding, intermodal drayage services and contract logistics across North and South America, Europe and Asia. We also provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets. We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling. We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures.
Current wording
Forward Air Corporation and its subsidiaries (collectively, the “Company,” “Forward Air,” “we,” “our,” or “us”) is a leading asset-light provider of transportation services. We provide ground transportation, air and ocean forwarding, intermodal drayage services and contract logistics across North and South America, Europe and Asia. We also provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets. We offer premium services that typically require precision execution, such as expedited transit, delivery during tight time windows and special handling. We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures.
Previous wording
Our Expedited Freight segment provides expedited regional, inter-regional and national LTL services. Expedited Freight also offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling.
Current wording
Our Expedited Freight segment provides expedited regional, inter-regional and national Less-Than-Truckload (“LTL”) services. Expedited Freight also offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling.
Previous wording
Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and Container Freight Station warehouse and handling services, and in select locations, linehaul and LTL services.
Current wording
Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads. Intermodal also offers dedicated contract and Container Freight Station (“CFS”) warehouse and handling services, and in select locations, linehaul and LTL services.
Previous wording
Our operations, particularly our network of hubs and terminals, represent substantial fixed costs. Consequently, our ability to increase our earnings depends in significant part on our ability to increase the amount of freight and the revenue per pound or shipment for the freight shipped or moved through our network. Additionally, our earnings depend on the growth of other services, such as LTL pickup and delivery, which will allow us to maintain revenue growth in a challenging freight environment. We continue to focus on creating synergies across our services, particularly with services offered in our Expedited Freight reportable segment. Synergistic opportunities include the ability to share resources, in particular our fleet resources.
Current wording
Our operations, particularly our network of hubs and terminals, involve substantial fixed costs. Accordingly, our ability to improve earnings depends in significant part on our ability to increase freight volumes and enhance revenue per pound or per shipment for freight shipped or moved through our network. In addition, our earnings are affected by the growth of other services, such as LTL pickup and delivery, which support revenue growth in a challenging freight environment. We continue to focus on creating synergies across our service offerings, particularly those within our Expedited Freight reportable segment. These synergies include the ability to share resources, especially our fleet.
Previous wording
With respect to our Expedited Freight and Intermodal reportable segments, in addition to our financial results, we monitor and analyze a number of key operating statistics in order to manage these segments and evaluate their operating performance. These key operating statistics are defined below and are referred to throughout the discussion of the financial results of our Expedited Freight and Intermodal reportable segments. Our key operating statistics should not be interpreted as better measurements of our results than income from operations as determined under GAAP. As we continue to integrate the legacy Omni business, we measure and manage the performance of the Omni Logistics segment based on its revenue and income. We have not identified, nor do we utilize, any key operating statistics necessary to understand the operating results of our Omni Logistics reportable segment.
Current wording
With respect to our Expedited Freight and Intermodal reportable segments, in addition to monitoring our financial results, we monitor and analyze a number of key operating statistics in order to manage these segments and evaluate their operating performance. These key operating statistics are defined below and are referred to throughout the discussion of the financial results of our Expedited Freight and Intermodal reportable segments. Our key operating statistics should not be interpreted as better measurements of our results than operating income as determined under GAAP. As we continue to integrate the legacy Omni business, we measure and manage the performance of the Omni Logistics segment based on its revenue and income. We have not identified, nor do we utilize, any key operating statistics to manage this segment and evaluate the operations of our Omni Logistics reportable segment.
Previous wording
Within our Expedited Freight reportable segment, our primary revenue focus is to optimize density, which is to obtain appropriate pricing of our services that allows for profitable shipments and tonnage growth within our existing LTL network. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations, including linehaul load factor and door pounds handled per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we handle to offset our cost inflation and support our ongoing investments in capacity and technology. Revenue per hundredweight is also a commonly used indicator for general pricing trends in the LTL industry and can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment and length of haul. Therefore, changes in revenue per hundredweight may not necessarily indicate actual changes in underlying base rates. We regularly monitor the components of our pricing, including base freight rates, accessorial charges and fuel surcharges. The fuel surcharge is generally designed to offset fluctuations in the cost of the petroleum-based products used in our operations by passing changes in such costs on to customers and is indexed to diesel fuel prices published by the U.S. Department of Energy on a weekly basis. The impact of fuel on our results of operations depends on the relationship between the applicable surcharge, the fuel efficiency of our Company drivers, and the load factor achieved by our operation. Fluctuations in fuel prices in either direction could have a positive or negative impact on our margins, particularly in our LTL business where the weight of a shipment subject to the fuel surcharge on a given trailer can vary materially. We believe our yield management process focused on account level profitability, and ongoing improvements in operating efficiencies, are both key components of our ability to grow profitably.
Current wording
Within our Expedited Freight reportable segment, our primary revenue focus is to optimize density, which is to obtain appropriate pricing of our services that allows for profitable shipments and tonnage growth within our existing LTL network. Increases in density allow us to maximize our asset utilization and labor productivity, which we measure over many different functional areas of our operations, including linehaul load factor and door pounds handled per hour. In addition to our focus on density and operating efficiencies, it is critical for us to obtain an appropriate yield, which is measured as revenue per hundredweight, on the shipments we handle to offset our cost inflation and support our ongoing investments in capacity and technology. Revenue per hundredweight is also a commonly used indicator for general pricing trends in the LTL industry and can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment and length of haul. Therefore, changes in revenue per hundredweight may not necessarily indicate actual changes in underlying base rates. We regularly monitor the components of our pricing, including base freight rates, accessorial charges and fuel surcharges. The fuel surcharge is generally designed to offset fluctuations in the cost of the petroleum-based products used in our operations by passing changes in such costs on to customers and is indexed to diesel fuel prices published by the U.S. Department of Energy on a weekly basis. The impact of fuel on our results of operations depends on the relationship between the applicable surcharge, the fuel efficiency of our Company drivers, and the load factor achieved by our operation. Fluctuations in fuel prices in either direction could have a positive or negative impact on our margins, particularly in our LTL business where the weight of a shipment subject to the fuel surcharge on a given trailer can vary materially. We believe our yield management process focused on account level profitability, combined with ongoing improvements in operating efficiencies, are key components of our ability to achieve profitable growth.
Previous wording
The key operating statistics necessary to understand the operating results of our Expedited Fright reportable segment are described below in more detail:
Current wording
The key operating statistics necessary to understand the operating results of our Expedited Freight reportable segment are described below in more detail:
Previous wording
Drayage Revenue Per Shipment - Intermodal revenue divided by the number of drayage shipments. Revenue derived from container freight station warehouse and handling, and linehaul and LTL services is excluded from this measurement. Fuel surcharges and accessorial charges are included in this measurement.
Current wording
•Drayage Revenue Per Shipment—Intermodal revenue divided by the number of drayage shipments. Revenue derived from CFS warehouse and handling, and linehaul and LTL services is excluded from this measurement. Fuel surcharges and accessorial charges are included in this measurement.
Previous wording
Like other providers of freight transportation services, our business has been impacted by the macroeconomic conditions of the past few years. Industry freight volumes, as measured by the Cass Freight Index, decreased in the first quarter of 2026 compared to the comparable period in 2025. Recent global disruptions, such as conflicts in the Middle East, have had an impact on freight demand, which has led to an overall continued decrease in total number of shipments. Such disruptions may continue with a resolution timeline remaining unclear. Intermodal volumes, heavily influenced by United States imports, have decreased due to a number of factors that impact import levels. For Truckload, starting in late 2025 and into 2026, tightening capacity levels with relatively stabilized demand have created a increase in spot market truckload rates.
Current wording
Like other providers of freight transportation services, our business has been impacted by the macroeconomic conditions of the past few years. Industry freight volumes, as measured by the Cass Freight Index, decreased in the first half of 2026 compared to the comparable period in 2025. Recent global disruptions, such as conflicts in the Middle East, have had an impact on freight demand, which has led to an overall continued decrease in total number of shipments. Such disruptions may continue with a resolution timeline remaining unclear. Intermodal volumes, heavily influenced by United States imports, have decreased due to a number of factors that impact import levels.
Previous wording
In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value and retained Goldman Sachs & Co. LLC to serve as its financial advisor. This process included extensive negotiations and discussions with multiple parties; however, due to a variety of factors, no actionable proposals for a sale of the Company were ultimately received.
Current wording
In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value and retained Goldman Sachs & Co. LLC to serve as its financial advisor. This process included extensive negotiations and discussions with multiple parties; however, due to a variety of factors, no actionable proposals for a sale of the Company were ultimately received.
Previous wording
To enhance the execution of the Company’s strategic plan to drive value creation for all shareholders, the Board has determined to pursue a potential sale of non-core assets, including the Company's Intermodal segment, and certain components of the Omni Logistics segment, as part of its efforts to streamline and focus its portfolio, and generate additional cash to further deleverage and strengthen its balance sheet. In addition to these actions, the Board continues to be open to, and intends to consider, all opportunities to enhance shareholder value.
Current wording
As part of its ongoing efforts to execute the Company’s strategic plan and drive value creation for all shareholders, the Board has authorized the exploration of potential transactions involving certain non-core assets, including the Company's Intermodal segment, and certain components of the Omni Logistics segment. The Company expects such actions, if consummated, to support portfolio optimization, enhance liquidity, reduce leverage, and strengthen its balance sheet. The Company completed the sale of two business units within its Omni Logistics segment, the first of which closed during the second quarter of 2026 and the second of which closed in July 2026. In addition to these actions, the Board continues to be open to, and intends to consider, all opportunities to enhance shareholder value.
Previous wording
There can be no assurances that any sale or other transaction will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to these initiatives until it determines that further disclosure is appropriate or necessary.
Current wording
There can be no assurances that any additional sale or other transaction will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to these initiatives until it determines that further disclosure is appropriate or necessary.
Previous wording
While no formal notices of termination have been delivered, the Company is currently in active discussions with its largest customer (the “Customer”), regarding the transition of a significant portion of the Customer’s contract logistics business to other suppliers for reasons related to the Customer’s operations and supplier diversification initiatives. Forward Air has provided the highest level of service excellence and exceeded all of its KPIs on a regular basis throughout the duration of its 25-year relationship.
Current wording
During the first quarter of 2026, we commenced preliminary discussions with our largest customer (the “Customer”) regarding a potential transition of a portion of the Customer's contract logistics business to other suppliers for reasons related to the Customer's operations and supplier diversification initiatives. During the second quarter of 2026, these discussions progressed, and we engaged in more advanced negotiations. We have provided the highest level of service excellence and exceeded all of our KPIs on a regular basis throughout the duration of our 25-year relationship with the Customer. The Customer continued growing their relationship with us over the past two years. Their revenue represented slightly less than 10% of our consolidated operating revenue for the year ended December 31, 2025, and approximately 12% of consolidated operating revenues for both the three and six months ended June 30, 2026. The Customer is concentrated in the Omni Logistics segment.
Previous wording
The Company remains focused on delivering industry leading solutions and service to all of its global customer base and believes that continued execution of its strategy will allow it to regain market share over time.
Current wording
We remain focused on delivering industry leading solutions and service to all of our global customer base and believe that continued execution of our strategy will allow us to regain market share over time.
Previous wording
Operating revenues decreased $31,235, or 5.1%, to $582,046 for the three months ended March 31, 2026 compared to $613,281 for the three months ended March 31, 2025. The decrease was primarily associated with the Omni Logistics' ground operations and Intermodal revenue. The results for our reportable segments are discussed in detail in the following sections.
Current wording
Operating revenues increased $54.2 million, or 8.8%, to $673.0 million for the three months ended June 30, 2026 compared to $618.8 million for the three months ended June 30, 2025. The increase was primarily associated with an increase in tonnage shipped and revenue per hundredweight in our Expedited Freight segment. The results for our reportable segments are discussed in detail below.
Previous wording
The effective tax rate for the three months ended March 31, 2026 was (4.7)% compared to (47.1)% for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2026 and 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance was recorded on the deferred tax asset, noncontrolling interest, and foreign, state and local income taxes.
Current wording
The effective tax rate for the three months ended June 30, 2026 was 0.1% compared to 55.4% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 and 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance was recorded on the deferred tax asset, noncontrolling interest, and foreign, state and local income taxes. Additionally, the effective tax rate for the three months ended June 30, 2026 varied from the statutory United States federal income tax rate of 21.0% due to the tax effects of the goodwill impairment and related change in the valuation allowance.
Previous wording
Operating revenues increased $23,326, or 9.4%, to $272,707 for the three months ended March 31, 2026 from $249,381 for the three months ended March 31, 2025. The increase was primarily due to increased Truckload revenue that resulted from a $19,976 increase in intersegment revenues with Omni Logistics' ground operations and $7,242 in operating revenues from the conversion of certain customers previously serviced by Omni Logistics in the prior year period. Network revenue decreased due to a 2.0% decrease in pounds per day, partially offset by a 0.8% increase in revenue per hundred weight as compared to the same period in 2025. The decrease in tonnage reflects fewer shipments per day of 4.3% that is partially offset by an increase in weight per shipment of 3.2%. The decrease in shipments is due to softer demand for our services.
Current wording
Operating revenues increased $61.4 million, or 23.8%, to $319.1 million for the three months ended June 30, 2026 from $257.7 million for the three months ended June 30, 2025. The increase was primarily due to increased Network revenues reflecting a 6.7% increase in tonnage and a 9.3% increase in revenue per hundredweight as compared to the same period in 2025. The increase in tonnage reflects an increase in shipments per day of 1.7% and an increase in weight per shipment of 5.3%. The increase in shipments is due to stronger demand for our services as industry capacity tightens. The increase in Truckload revenues resulted from an increase of $17.2 million in intersegment revenues with Omni Logistics' Ground operations and $9.5 million in operating revenues from the conversion of certain customers previously serviced by Omni Logistics in the prior year period.
Previous wording
Purchased transportation decreased $834, or 4.1%, to $19,342 for the three months ended March 31, 2026 from $20,176 for the three months ended March 31, 2025. Purchased transportation was 36.4% of Intermodal operating revenues for the three months ended March 31, 2026 compared to 32.3% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation as a percentage of operating revenues has increased based on several factors including changes in mix of drayage and non-drayage revenues, length of haul, lane density, and mix of service providers.
Current wording
Purchased transportation increased $2.0 million, or 10.2%, to $22.1 million for the three months ended June 30, 2026 from $20.0 million for the three months ended June 30, 2025. Purchased transportation was 37.0% of operating revenues for the three months ended June 30, 2026 compared to 33.9% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation as a percentage of operating revenues increased based on several factors including changes in mix of drayage and non-drayage revenues, length of haul, lane density, and mix of internal versus external miles driven.
Previous wording
Other operating expenses decreased $1,611, or 29.8%, to $3,788 for the three months ended March 31, 2026 from $5,399 for the three months ended March 31, 2025. Other operating expenses were 7.2% of Intermodal operating revenues for the three months ended March 31, 2026 compared to 8.6% for the same period in 2025. The decrease in other operating expenses as a percentage of revenue was primarily driven by reduction in revenue.
Current wording
Other operating expenses decreased $1.0 million, or 23.0%, to $3.4 million for the three months ended June 30, 2026 from $4.5 million for the three months ended June 30, 2025. Other operating expenses were 5.7% of operating revenues for the three months ended June 30, 2026 compared to 7.6% for the same period in 2025. The decrease in other operating expenses as a percentage of revenue was primarily driven by cost reductions in response to the decrease in revenue.
Previous wording
Purchased transportation increased $21,003, or 17.4%, to $141,683 for the three months ended March 31, 2026 from $120,680 for the three months ended March 31, 2025. Purchased transportation was 52.0% of Expedited Freight operating revenues for the three months ended March 31, 2026 compared to 48.4% for the same period in 2025. Expedited Freight purchased transportation includes Leased Capacity Providers and third-party motor carriers and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation primarily increased in correlation with the increase in intersegment revenues with Omni's ground operations and the conversion of certain customers previously serviced by Omni Logistics in the prior year period.
Current wording
Purchased transportation increased $64.5 million, or 26.3%, to $309.6 million for the six months ended June 30, 2026 from $245.1 million for the six months ended June 30, 2025. Purchased transportation was 52.3% of operating revenue for the six months ended June 30, 2026 compared to 48.3% for the same period in 2025. Purchased transportation includes Leased Capacity Providers, third-party motor carriers, and transportation intermediaries, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation primarily increased in correlation with the increase in revenues compared to the same period in the prior year and the mix of revenue between Network and Truckload where Truckload requires additional amounts of purchased transportation.
Previous wording
Purchased transportation decreased $16,811, or 9.1%, to $168,923 for the three months ended March 31, 2026 from $185,734 for the three months ended March 31, 2025. Purchased transportation was 55.9% of operating revenues for the three months ended March 31, 2026 compared to 57.4% for the same period in 2025. The decrease was primarily driven by a reduction in operating revenue and a favorable shift in product mix. This shift included an increase in contract logistics, which generally require lower levels of purchase transportation compared to ground, air, and ocean services.
Current wording
Purchased transportation decreased $11.7 million, or 3.2%, to $359.1 million for the six months ended June 30, 2026 from $370.8 million for the six months ended June 30, 2025. Purchased transportation was 56.0% of operating revenues for the six months ended June 30, 2026 compared to 56.9% for the six months ended June 30, 2025. The decrease was primarily driven by a reduction in operating revenue and a favorable shift in product mix. This shift included an increase in Contract Logistics, which generally require lower levels of purchased transportation compared to Ground and Air and Ocean services.
Previous wording
Salaries, wages and employee benefits decreased $3,387 or 6.0%, to $53,396 for the three months ended March 31, 2026 from $56,783 for the three months ended March 31, 2025. Salaries, wages and employee benefits were 17.7% of operating revenues for the three months ended March 31, 2026 compared to 17.6% for the same period in 2025. Salaries, wages and employee benefits primarily decreased due to the lower operating revenues during the current year period.
Current wording
Salaries, wages and employee benefits decreased $2.7 million or 2.3%, to $115.6 million for the six months ended June 30, 2026 from $118.4 million for the six months ended June 30, 2025. Salaries, wages and employee benefits were 18.0% of operating revenues for the six months ended June 30, 2026 compared to 18.2% for the same period in 2025. Salaries, wages and employee benefits primarily decreased due to the lower operating revenues during the current year period.
Previous wording
Operating revenues decreased $9,400, or 15.0%, to $53,092 for the three months ended March 31, 2026 from $62,492 for the three months ended March 31, 2025. This decline was driven by a 8.8% reduction in drayage shipments and a 0.8% decrease in drayage revenue per shipment. The lower shipment volumes resulted from our customer base being negatively affected by international trade restrictions, which led to reduced activity at seaports and railheads. Operating revenues also decreased due to loss of non-drayage revenue that represented $3,900 of operating revenues in the prior year period.
Current wording
Operating revenues decreased $8.8 million, or 7.3%, to $112.8 million for the six months ended June 30, 2026 from $121.6 million for the six months ended June 30, 2025. This decrease was primarily due to loss of non-drayage revenue, which represented $8.2 million of operating revenues for the six months ended June 30, 2025. The decrease in operating revenues was also driven by a 4.8% reduction in drayage shipments, partially offset by a 4.4% increase in drayage revenue per shipment, which was driven by an increase in the fuel portion of our drayage revenue. The lower shipment volumes resulted from our customer base being negatively affected by international trade restrictions, which led to reduced activity at seaports and railheads.
Previous wording
Corporate included $1,559 in operating loss during the three months ended March 31, 2026 compared to $19,788 of operating loss during the three months ended March 31, 2025. The change in operating loss was driven by $2,814 of professional fees incurred in 2026 for transaction and integration costs as compared to $13,926 in 2025 and a $5,606 decrease associated with health self-insurance costs.
Current wording
Corporate included a $13.9 million operating loss during the six months ended June 30, 2026 compared to a $31.4 million operating loss during the six months ended June 30, 2025. The change in operating loss was primarily driven by $8.2 million of professional fees incurred in 2026 for transaction and integration costs as compared to $21.1 million of professional fees in 2025 and an $8.7 million decrease associated with healthcare costs.
Previous wording
We have historically financed our working capital needs, including capital expenditures, with available cash, cash flows from operations and borrowings under our $300,000 revolving credit facility (the “Revolving Credit Facility”) pursuant to our credit agreement with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender (the “Credit Agreement”). We believe that availability of borrowings under our Credit Agreement together with available cash and internally generated funds will be sufficient to support our working capital, capital expenditures and debt service requirements over the next twelve months.
Current wording
We have historically financed our working capital needs, including capital expenditures, with available cash, cash flows from operations and borrowings under our $300.0 million revolving credit facility (the “Revolving Credit Facility”) pursuant to our credit agreement with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender (the “Credit Agreement”). We believe that availability of borrowings under our Credit Agreement together with available cash and internally generated funds will be sufficient to support our working capital, capital expenditures and debt service requirements over the next twelve months.
Previous wording
The Credit Agreement requires the Company to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.25 to 1.00. As of March 31, 2026, the Company’s leverage ratio was 5.44 to 1.00. The required leverage ratio will decrease by 25 basis points at the end of each quarter in 2026 to 5.50 to 1 at the end of December 31, 2026 and all quarters thereafter, as defined in the agreement. Failure to comply with this covenant would result in an event of default under the Credit Agreement and, absent a waiver from the lenders or an amendment to the Credit Agreement, preclude the Company from making further borrowings under the Revolving Credit portion of the Credit Agreement and permit the lenders to accelerate all outstanding borrowings under the Credit Agreement, including the term loan portion. Based on current expectations, the Company expects to maintain compliance with the leverage ratio during the next year.
Current wording
The Credit Agreement requires the Company to maintain a leverage ratio (as defined in the Credit Agreement), which is tested quarterly and currently must not be greater than 6.00 to 1.00. As of June 30, 2026, the Company’s leverage ratio was 5.2 to 1.00. The required leverage ratio will decrease by 0.25 turns at the end of each quarter in 2026 to 5.50 to 1 at the end of December 31, 2026 and all quarters thereafter, as defined in the Credit Agreement. Failure to comply with this covenant would result in an event of default under the Credit Agreement and, absent a waiver from the lenders or an amendment to the Credit Agreement, preclude the Company from making further borrowings under the Revolving Credit portion of the Credit Agreement and permit the lenders to accelerate all outstanding borrowings under the Credit Agreement, including the term loan portion. The Company expects to maintain compliance with the leverage ratio during the next twelve months.
Previous wording
Net cash provided by operating activities was $45,738 for the three months ended March 31, 2026 compared to $27,615 for the three months ended March 31, 2025. The increase in net cash provided by operating activities was primarily due to the increase in income from operations.
Current wording
Net cash provided by operating activities was $40.9 million for the six months ended June 30, 2026 compared to $14.4 million for the six months ended June 30, 2025. The increase in net cash provided by operating activities was primarily due to the increase in cash-based operating income.
Previous wording
Net cash used in investing activities was $5,518 for the three months ended March 31, 2026 compared to $11,239 for the three months ended March 31, 2025. Capital expenditures for the first three months of 2026 and 2025 were $6,946 and $11,906, which primarily related to the purchase of technology and operating equipment.
Current wording
Net cash provided by investing activities was $1.1 million for the six months ended June 30, 2026 compared to net cash used in investing activities of $15.1 million for the six months ended June 30, 2025. Capital expenditures for the six months ended June 30, 2026 and 2025 were $10.2 million and $16.7 million, respectively, which primarily related to the purchase of technology and operating equipment. Additionally, we received net proceeds of $8.7 million from the sale of a business during the six months ended June 30, 2026, with no comparable transaction during the six months ended June 30, 2025.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
For Truckload, starting in late 2025 and into 2026, tightening capacity levels with relatively stabilized demand have created an increase in spot market truckload rates. Spot rates have been further impacted by increases in fuel costs, which increase our fuel surcharge revenue and also increase the cost of purchased transportation.
Current report — wording carried from elsewhere
The effective tax rate for the six months ended June 30, 2026 was (0.6)% compared to (3.6)% for the six months ended June 30, 2025. The effective tax rate for the six months ended June 30, 2026 and 2025 varied from the statutory United States federal income tax rate of 21.0% primarily due to the effect of interest expense disallowances under IRC Section 163(j) for which a full valuation allowance is recorded on the deferred tax asset, noncontrolling interest, and foreign and state and local income taxes. Additionally, the effective tax rate for the six months ended June 30, 2026 varied from the statutory United States federal income tax rate of 21.0% due to the tax effects of the goodwill impairment and related change in the valuation allowance.
Current report — wording carried from elsewhere
Purchased transportation increased $1.2 million, or 3.0%, to $41.4 million for the six months ended June 30, 2026 from $40.2 million for the six months ended June 30, 2025. Purchased transportation was 36.7% of operating revenues for the six months ended June 30, 2026 compared to 33.1% for the same period in 2025. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits. Purchased transportation as a percentage of operating revenues increased based on several factors including changes in mix of drayage and non-drayage revenues, length of haul, lane density, and mix of internal versus external miles driven.