Omni Segment Reports Strongest Results Since the Acquisition

Continued Stable to Improving Margins at the Expedited Freight Segment

Strong Cash From Operations Contributing to Liquidity in Excess of $400 million

Forward Air Corporation (NASDAQ:FWRD) (the "Company", "we", "our", or "us") today reported financial results for the three months ended September 30, 2025, as presented in the tables below.

"I am pleased with Forward Air's performance, delivering another consecutive quarter of solid results, which we achieved in the face of an extended freight recession," said Shawn Stewart, Chief Executive Officer. "In the third quarter, we reported operating income of $15 million and Consolidated EBITDA of $78 million. Optimizing our cost structure to operate more efficiently remains a top priority and in the third quarter, we implemented additional cost reduction initiatives that primarily included rightsizing our business in alignment with current freight demand and our ongoing transformation strategy.

"The solid results for the quarter were led by the Omni segment, which posted its highest revenue and reported EBITDA, excluding the impact of goodwill, since the acquisition. An increase in demand for its diversified service offerings were the primary drivers in a $5 million increase in this segment's revenue to $340 million when compared to a year ago. Reported EBITDA also increased by $6 million to $33 million over this period.

"The Expedited Freight segment's reported EBITDA margin of 11.5 percent is the second highest since the fourth quarter of 2023. We are also executing our transformation strategy with rigor and discipline and achieved a milestone in the quarter - integrating our U.S. and Canadian businesses operations to operate under a regional reporting structure, which lays the groundwork for the creation of One Ground Network. This consists of integrating key service lines such as linehaul, pickup and delivery, brokerage and expedited services into a single, streamlined structure that is more cohesive, agile and customer centric. We expect this to be a seamless and reliable experience for our customers with the goal of further enhancing our award-winning service," concluded Stewart.

Jamie Pierson, Chief Financial Officer added, "We reported consolidated revenue of $632 million in the third quarter compared to $656 million a year ago. Income from operations was $15 million compared to $23 million in the same period a year ago.

"For the third quarter, Consolidated EBITDA, a non-GAAP measure calculated pursuant to our Term Loan Credit Agreement, was $78 million compared to $86 million for the same period last year. Correspondingly, the last twelve months Consolidated EBITDA as of September 30, 2025, was $299 million.

"Liquidity at the end of the third quarter was $413 million compared to $368 million at the end of the second quarter. Through the first three quarters of the year, cash provided by operations totaled $67 million, which is a $113 million improvement compared to the $46 million used by operations in the same period last year," concluded Pierson.

	Three Months Ended
(in thousands, except per share data)	September 30, 2025			September 30, 2024			Change			Percent Change
Operating revenue	$	631,763		$	655,937		$	(24,174	)	(3.7	)%
Income (loss) from continuing operations	$	15,007		$	22,697		$	(7,690	)	(33.9	)%
Operating margin		2.4	%		3.5	%	-110 bps
Loss from continuing operations	$	(23,757	)	$	(34,198	)	$	10,441		30.5	%
Net loss from continuing operations per diluted share	$	(0.52	)	$	(2.62	)	$	2.10		80.2	%
Cash provided by operating activities	$	52,714		$	51,154		$	1,560		3.0	%

Non-GAAP Financial Measures: ¹
Consolidated EBITDA	$	77,676		$	86,092		$	(8,416	)	(9.8	)%
Free cash flow	$	48,893		$	41,827		$	7,066		16.9	%

¹ Reconciliation of these non-GAAP financial measures are provided below the financial tables.

Review of Financial Results

Forward will hold a conference call to discuss third quarter 2025 results on Wednesday, November 5, 2025 at 4:30 p.m. ET. The Company's conference call will be available online on the Investor Relations portion of the Company's website at ir.forwardaircorp.com, or by dialing (800) 267-6316, Access Code: FWRDQ325.

A replay of the conference call will be available on the Investor Relations portion of the Company's website at ir.forwardaircorp.com, which we use as a primary mechanism to communicate with our investors. Investors are urged to monitor the Investor Relations portion of the Company's website to easily find or navigate to current and pertinent information about us.

About Forward Air Corporation

Forward is a leading asset-light provider of transportation services across the United States, Canada and Mexico. We provide expedited less-than-truckload services, including local pick-up and delivery, shipment consolidation/deconsolidation, warehousing, and customs brokerage by utilizing a comprehensive national network of terminals. In addition, we offer truckload brokerage services, including dedicated fleet services, and intermodal, first- and last-mile, high-value drayage services, both to and from seaports and railheads, dedicated contract and Container Freight Station warehouse and handling services. Forward also operates a full portfolio of multimodal solutions, both domestically and internationally, via Omni Logistics. Omni Logistics is a global provider of air, ocean and ground services for mission-critical freight. We are more than a transportation company. Forward is a single resource for your shipping needs. For more information, visit our website at www.forwardaircorp.com.

Forward Air Corporation
Condensed Consolidated Statements of Comprehensive (Loss) Income
(Unaudited, in thousands, except per share data)


	Three Months Ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Operating revenues:
Expedited Freight	$	258,554		$	284,707		$	765,631		$	849,284
Omni Logistics		339,584			334,538			991,370			871,232
Intermodal		58,332			57,412			179,970			173,003
Eliminations		(24,707	)		(20,720	)		(73,083	)		(52,103	)
Operating revenues		631,763			655,937			1,863,888			1,841,416
Operating expenses:
Purchased transportation		316,390			332,469			923,952			931,072
Salaries, wages and employee benefits		131,909			133,516			419,314			406,382
Operating leases		52,150			48,810			150,448			133,871
Depreciation and amortization		37,748			25,893			111,914			106,321
Insurance and claims		12,719			17,382			43,261			44,961
Fuel expense		5,029			4,855			15,956			15,960
Other operating expenses		60,811			55,564			159,751			234,175
Impairment of goodwill		—			14,751			—			1,107,465
Total operating expenses		616,756			633,240			1,824,596			2,980,207
Income (loss) from continuing operations:
Expedited Freight		19,445			19,269			54,574			60,713
Omni Logistics		9,749			1,136			20,310			(1,133,323	)
Intermodal		4,102			4,091			14,059			12,994
Other Operations		(18,289	)		(1,799	)		(49,651	)		(79,175	)
Income from continuing operations		15,007			22,697			39,292			(1,138,791	)
Other expense:
Interest expense, net		(44,775	)		(52,770	)		(135,648	)		(140,788	)
Foreign exchange loss		(539	)		(2,812	)		(6,114	)		(1,912	)
Other income (expense), net		6,935			(11	)		383			38
Total other expense		(38,379	)		(55,593	)		(141,379	)		(142,662	)
Loss from continuing operations before income taxes		(23,372	)		(32,896	)		(102,087	)		(1,281,453	)
Income tax (benefit) expense		385			1,302			3,225			(191,990	)
Loss from continuing operations		(23,757	)		(34,198	)		(105,312	)		(1,089,463	)
Loss from discontinued operations, net of tax		—			(1,137	)		—			(6,013	)
Net loss		(23,757	)		(35,335	)	$	(105,312	)	$	(1,095,476	)
Net income (loss) attributable to noncontrolling interest		(7,507	)		38,073			(25,842	)		(314,923	)
Net loss attributable to Forward Air	$	(16,250	)	$	(73,408	)	$	(79,470	)	$	(780,553	)
Basic and diluted loss per share attributable to Forward Air:
Continuing operations	$	(0.52	)	$	(2.62	)	$	(2.60	)	$	(28.73	)
Discontinued operation		—			(0.04	)		—			(0.22	)
Net loss per basic and diluted share	$	(0.52	)	$	(2.66	)	$	(2.60	)	$	(28.95	)
Net loss	$	(23,757	)	$	(35,335	)	$	(105,312	)	$	(1,095,476	)
Other comprehensive loss:
Foreign currency translation adjustments		30			176			4,856			(824	)
Comprehensive loss	$	(23,727	)	$	(35,159	)	$	(100,456	)	$	(1,096,300	)
Comprehensive income (loss) attributable to noncontrolling interest	$	(7,507	)	$	38,073		$	(25,842	)	$	(314,923	)
Comprehensive loss attributable to Forward Air	$	(16,220	)	$	(73,232	)	$	(74,614	)	$	(781,377	)

Expedited Freight Segment Information
(In thousands)
(Unaudited)

	Three Months Ended
	September 30, 2025		Percent of Revenue		September 30, 2024		Percent of Revenue		Change			Percent Change
Operating revenue:
Network¹	$	194,035	75.0	%	$	217,289	76.3	%	$	(23,254	)	(10.7	)%
Truckload		42,401	16.4			43,635	15.3			(1,234	)	(2.8	)
Other		22,118	8.6			23,783	8.4			(1,665	)	(7.0	)
Total operating revenue		258,554	100.0			284,707	100.0			(26,153	)	(9.2	)

Operating expenses:
Purchased transportation		125,265	48.4			140,035	49.2			(14,770	)	(10.5	)
Salaries, wages and employee benefits		54,403	21.0			59,426	20.9			(5,023	)	(8.5	)
Operating leases		15,797	6.1			15,556	5.5			241		1.5
Depreciation and amortization		10,160	3.9			10,481	3.7			(321	)	(3.1	)
Insurance and claims		10,415	4.0			11,672	4.1			(1,257	)	(10.8	)
Fuel expense		2,155	0.8			2,113	0.7			42		2.0
Other operating expenses		20,914	8.3			26,155	9.1			(5,241	)	(20.0	)
Total operating expenses		239,109	92.5			265,438	93.2			(26,329	)	(9.9	)
Income from operations	$	19,445	7.5	%	$	19,269	6.8	%	$	176		0.9	%

¹Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue.

Expedited Freight Operating Statistics

	Three Months Ended
	September 30, 2025		September 30, 2024		Percent Change

Business days		64		64	—	%

Tonnage^1,2
Total pounds		612,449		713,213	(14.1	)
Pounds per day		9,570		11,144	(14.1	)

Shipments^1,2
Total shipments		729		831	(12.3	)
Shipments per day		11.4		13.0	(12.3	)

Weight per shipment		841		858	(2.0	)

Revenue per hundredweight³	$	31.70	$	30.47	4.0
Revenue per hundredweight, ex fuel³	$	24.98	$	24.09	3.7

Revenue per shipment³	$	266.48	$	261.55	1.9
Revenue per shipment, ex fuel³	$	209.99	$	206.73	1.6

¹ In thousands
² Excludes accessorial and Truckload products
³ Includes intercompany revenue between the Network and Truckload revenue streams

Omni Logistics Segment Information
(In thousands)
(Unaudited)

	Three Months Ended
	September 30, 2025			Percent of Revenue		September 30, 2024	Percent of Revenue		Change		Percent Change
Operating revenue	$	339,584		100.0	%	334,538	100.0	%	5,046		1.5	%

Operating expenses:
Purchased transportation		196,312		57.8		194,853	58.2		1,459		0.7
Salaries, wages and employee benefits		58,373		17.2		55,151	16.5		3,222		5.8
Operating leases		29,979		8.8		27,586	8.2		2,393		8.7
Depreciation and amortization		22,832		6.7		10,830	3.2		12,002		110.8
Insurance and claims		(59	)	—		3,488	1.0		(3,547	)	(101.7	)
Fuel expense		874		0.3		800	0.2		74		9.3
Other operating expenses		21,524		6.3		25,943	7.8		(4,419	)	(17.0	)
Impairment of goodwill		—		—		14,751	4.4		(14,751	)	(100.0	)
Total operating expenses		329,835		97.1		333,402	99.7		(3,567	)	(1.1	)
Income (loss) from operations		9,749		2.9	%	1,136	0.3	%	8,613		758.2	%

Intermodal Segment Information
(In thousands)
(Unaudited)

	Three Months Ended
	September 30, 2025		Percent of Revenue		September 30, 2024		Percent of Revenue		Change			Percent Change
Operating revenue	$	58,332	100.0	%	$	57,412	100.0	%	$	920		1.6	%

Operating expenses:
Purchased transportation		19,331	33.1			18,300	31.9			1,031		5.6
Salaries, wages and employee benefits		14,198	24.3			14,506	25.3			(308	)	(2.1	)
Operating leases		6,288	10.8			5,668	9.9			620		10.9
Depreciation and amortization		4,382	7.5			4,582	8.0			(200	)	(4.4	)
Insurance and claims		2,900	5.0			2,528	4.4			372		14.7
Fuel expense		1,999	3.4			1,942	3.4			57		2.9
Other operating expenses		5,132	8.9			5,795	10.0			(663	)	(11.4	)
Total operating expenses		54,230	93.0			53,321	92.9			909		1.7
Income from operations	$	4,102	7.0	%	$	4,091	7.1	%	$	11		0.3	%

Intermodal Operating Statistics

	Three Months Ended
	September 30, 2025		September 30, 2024		Percent Change
Drayage shipments		60,976		62,616	(2.6	)%
Drayage revenue per shipment	$	864	$	824	4.9	%

Forward Air Corporation
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
	September 30, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	140,354		$	104,903
Restricted cash and restricted cash equivalents		—			363
Accounts receivable, net		341,414			322,291
Prepaid expenses		30,830			29,053
Other current assets		39,890			15,890
Total current assets		552,488			472,500

Property and equipment, net of accumulated depreciation and amortization of $317,420 in 2025 and $292,855 in 2024		309,830			326,188
Operating lease right-of-use assets		411,562			410,084
Goodwill		522,712			522,712
Other acquired intangibles, net of accumulated amortization of $282,266 in 2025 and $212,905 in 2024		929,894			999,216
Other long term assets		67,712			71,941
Total assets	$	2,794,198		$	2,802,641

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	124,835		$	105,692
Accrued expenses		146,785			119,836
Other current liabilities		70,492			45,148
Current portion of debt and finance lease obligations		16,511			16,930
Current portion of operating lease liabilities		101,418			96,440
Total current liabilities		460,041			384,046

Finance lease obligations, less current portion		26,087			30,858
Long-term debt, less current portion		1,684,319			1,675,930
Liabilities under tax receivable agreement		14,131			13,295
Operating lease liabilities, less current portion		327,938			325,640
Other long-term liabilities		48,396			48,835
Deferred income taxes		37,444			38,169

Shareholders' equity:
Preferred stock		—			—
Common stock		312			298
Additional paid-in capital		556,101			542,392
Accumulated deficit		(418,753	)		(338,230	)
Accumulated other comprehensive (loss) income		2,124			(2,732	)
Total Forward Air shareholders' equity		139,784			201,728
Noncontrolling interest		56,058			84,140
Total shareholders' equity		195,842			285,868
Total liabilities and shareholders' equity	$	2,794,198		$	2,802,641

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Three Months Ended
	September 30, 2025			September 30, 2024
Operating activities:
Net loss from continuing operations	$	(23,757	)	$	(34,198	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		37,748			25,893
Impairment of goodwill		—			14,751
Share-based compensation expense		3,380			2,901
Provision for revenue adjustments		682			602
Deferred income tax (benefit) expense		4,202			(33,552	)
Other		(3,461	)		(2,173	)
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable		1,054			8,215
Other receivables		(582	)		628
Other current and noncurrent assets		(5,337	)		38,422
Accounts payable and accrued expenses		38,785			29,665
Net cash provided by (used in) operating activities of continuing operations		52,714			51,154

Investing activities:
Proceeds from sale of property and equipment		294			1,087
Purchases of property and equipment		(4,115	)		(10,414	)
Other		(31	)		(145	)
Net cash used in investing activities of continuing operations		(3,852	)		(9,472	)

Financing activities:
Repayments of finance lease obligations		(3,610	)		(6,212	)
Proceeds from common stock issued under employee stock purchase plan		—			(14	)
Payment of minimum tax withholdings on share-based awards		(52	)		(211	)
Net cash used in financing activities of continuing operations		(3,662	)		(6,437	)
Effect of exchange rate changes on cash		(153	)		(607	)
Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations		45,047			(34,638	)

Cash from discontinued operation:
Net cash used in operating activities of discontinued operations		—			(1,137	)
Net increase (decrease) in cash and cash equivalents, and restricted cash and restricted cash equivalents		45,047			33,501
Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period		95,307			104,655
Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period	$	140,354		$	138,156

Forward Air Corporation
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
	Nine Months Ended
	September 30, 2025			September 30, 2024
Operating activities:
Net loss from continuing operations	$	(105,312	)	$	(1,089,463	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		111,914			106,321
Impairment of goodwill		—			1,107,465
Share-based compensation expense		11,049			8,088
Provision for revenue adjustments		2,319			2,761
Deferred income tax benefit		(523	)		(197,156	)
Other		11,011			4,296
Changes in operating assets and liabilities, net of effects from the purchase of acquired businesses:
Accounts receivable		(15,891	)		(34,050	)
Other receivables		(273	)		6,159
Other current and noncurrent assets		4,382			(18,215	)
Accounts payable and accrued expenses		48,436			58,024
Net cash provided by (used in) operating activities of continuing operations		67,112			(45,770	)

Investing activities:
Proceeds from sale of property and equipment		1,789			2,493
Purchases of property and equipment		(20,765	)		(29,810	)
Purchase of a business, net of cash acquired		—			(1,565,242	)
Other		—			(319	)
Net cash used in investing activities of continuing operations		(18,976	)		(1,592,878	)

Financing activities:
Repayments of finance lease obligations		(12,986	)		(15,339	)
Proceeds from credit facility		85,000			—
Payments on credit facility		(85,000	)		(80,000	)
Payment of debt issuance costs		—			(60,591	)
Payment of earn-out liability		—			(12,247	)
Proceeds from common stock issued under employee stock purchase plan		434			355
Payment of minimum tax withholdings on share-based awards		(1,053	)		(1,572	)
Net cash used in financing activities of continuing operations		(13,605	)		(169,394	)
Effect of exchange rate changes on cash		557			138
Net increase (decrease) in cash and cash equivalents and restricted cash and restricted cash equivalents from continuing operations		35,088			(1,807,904	)

Cash from discontinued operation:
Net cash used in operating activities of discontinued operations		—			(6,013	)
Net increase (decrease) in cash and cash equivalents, and restricted cash and restricted cash equivalents		35,088			(1,813,917	)
Cash and cash equivalents, and restricted cash and restricted cash equivalents at beginning of period		105,266			1,952,073
Cash and cash equivalents, and restricted cash and restricted cash equivalents at end of period	$	140,354		$	138,156

Forward Air Corporation Reconciliation of Non-GAAP Financial Measures

In this press release, the Company includes financial measures that are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (GAAP). The Company believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance, including an understanding of items that are non-operational. Management uses these non-GAAP financial measures in making financial, operating, compensation and planning decisions as well as evaluating the Company's performance.

For the three and nine months ended September 30, 2025 and 2024, this press release contains the following non-GAAP financial measures: earnings before interest, taxes, depreciation and amortization ("EBITDA"), and free cash flow.

All non-GAAP financial measures are presented on a continuing operations basis.

The Company believes that EBITDA improves comparability from period to period by removing the impact of its capital structure (interest and financing expenses), asset base (depreciation and amortization) and tax impacts. The Company believes that free cash flow is an important measure of its ability to repay maturing debt or fund other uses of capital that it believes will enhance shareholder value.

The Company is also providing Consolidated EBITDA calculated in accordance with our credit agreement as we believe it provides investors with important information regarding our financial condition and compliance with our obligations under our credit agreement.

Non-GAAP financial measures should be viewed in addition to, and not as an alternative to or substitute for, the Company's financial results prepared in accordance with GAAP. The Company has included, for the periods indicated, a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors and other readers are encouraged to review the related U.S. GAAP financial measures and the reconciliations of the non-GAAP measures to their most directly comparable U.S. GAAP measures set forth below.

With respect to the 2025 Consolidated EBITDA guidance, please note that the Company is not providing a quantitative reconciliation of Consolidated EBITDA to Net Income because it is not available without unreasonable efforts. The Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation, or to quantify the probable significance of these items. The adjustments required for any such reconciliation of the Company's forward-looking non-GAAP financial measures cannot be accurately forecast by the Company, and therefore the reconciliation has been omitted.

The following is a reconciliation of net income to Consolidated EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):

	Three Months Ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Loss from continuing operations	$	(23,757	)	$	(34,198	)	$	(105,312	)	$	(1,089,463	)
Interest expense		44,775			52,770			135,648			140,788
Income tax (benefit) expense		385			1,302			3,225			(191,990	)
Depreciation and amortization		37,748			25,893			111,914			106,321
Reported EBITDA		59,151			45,767			145,475			(1,034,344	)
Impairment of Goodwill		—			14,751			—			1,107,465
Transaction and integration costs		5,814			(549	)		25,727			71,393
Severance costs		2,769			2,829			5,173			14,414
Change in the TRA Liability		(6,027	)		—			836			—
Optimization project costs		1,010			—			2,732			—
Proforma synergies		—			4,632			—			20,886
Proforma savings		2,713			5,800			8,717			27,574
Other		12,246			12,862			37,791			31,063
Consolidated EBITDA	$	77,676		$	86,092		$	226,451		$	238,451

The following is a reconciliation of net cash provided by operating activities to free cash flow for the three and nine months ended September 30, 2025 and 2024 (in thousands):

	Three Months Ended						Nine Months Ended
	September 30, 2025			September 30, 2024			September 30, 2025			September 30, 2024
Net cash provided by operating activities	$	52,714		$	51,154		$	67,112		$	(45,770	)
Proceeds from sale of property and equipment		294			1,087			1,789			2,493
Purchases of property and equipment		(4,115	)		(10,414	)		(20,765	)		(29,810	)
Free cash flow	$	48,893		$	41,827		$	48,136		$	(73,087	)

Note Regarding Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods. Forward-looking statements included in this press release relate to expectations regarding the Company's long-term growth; ability to achieve and accelerate synergy capture and eliminate costs from our structure; expectations regarding the Company's expedited freight business; ability to achieve the intended benefits of the acquisition of Omni Logistics, including any revenue and cost synergies; the Company's expectations regarding the Company's financial performance, including Consolidated EBITDA, and the impact it may have on the business and results of operations; the Company's beliefs regarding the key drivers of sustainable growth and long-term profitability and expectations regarding the Company's revenue growth strategies, including with respect to operational efficiency and cost control.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not unduly rely on any of these 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, recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's ability to achieve the expected strategic, financial and other benefits of the acquisition of Omni Logistics, including the realization of expected synergies and the achievement of deleveraging targets within the expected timeframes or at all, the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected, the risk that operating costs, customer loss, management and employee retention and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) as a result of the acquisition of Omni Logistics may be greater than expected, continued weakening of the freight environment, future debt and financing levels, our ability to deleverage, including, without limitation, through capital allocation or divestitures of non-core businesses, 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 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 bylaws and the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, and as may be identified in our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

We caution readers that any forward-looking statement made by us in this press release is based only on information currently available to us and they should not place undue reliance on these forward-looking statements, which reflect management's opinion as of the date on which it is made. We undertake no obligation to publicly update any forward- looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise unless required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251105994145/en/

Investors:

Tony Carreño

investorrelations@forwardair.com

Media:

Hannah Weeg

HWeeg@forwardair.com

Forward Air Corporation Reports Third Quarter 2025 Results