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What changed in FORWARD AIR CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FORWARD AIR CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+379 added−423 removedSource: 10-K (2026-03-11) vs 10-K (2025-03-24)

Top changes in FORWARD AIR CORP's 2025 10-K

379 paragraphs added · 423 removed · 268 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

72 edited+25 added−28 removed36 unchanged
Biggest changeAfter completing an assessment in 2020 utilizing the Sustainable Accounting Standards Board (SASB) standards and conducting a third-party stakeholder assessment, we identified ten priority areas within these three pillars that we believe are relevant to our business and important to our employees, communities, customers, investors, partners and contractors, and which form the foundation for our sustainability strategy: • Roadway Health & Safety • Measurement & Disclosure • Workplace Health & Safety • Information Security • Independent Contractor Practices • Responsible Supplier Practices • Diversity, Equity, Inclusion, and Belonging (DEI&B) Practices • Green House Gas (GHG) Emissions Reduction Practices • Community Impact & Partnerships • Air Quality Practices We have deployed and continue to develop meaningful resources to manage sustainability risks and to capitalize on related opportunities for the benefit of our stakeholders, including by creating roles designed to maintain oversight of our vision, strategic planning, performance management, and improvement activities.
Biggest changeThat assessment identified ten priority areas that continue to anchor our work: • Roadway Health & Safety • Measurement & Disclosure • Workplace Health & Safety • Information Security • Independent Contractor Practices • Responsible Supplier Practices • Engagement and Connectivity Practices • Green House Gas (GHG) Emissions Reduction • Community Impact & Partnerships Practices • Air Quality Practices We continue to invest in the resources and structures necessary to manage sustainability-related risks and opportunities across the enterprise.
We participate in trade shows and advertise our services through digital marketing channels, trade publications, and the Internet via www.tlxpedited.com, www.forwardair.com, www.forwardaircorp.com, www.forward-intermodal.com, and omnilogistics.com. Our websites promote and describe our services in addition to lead generation support.
We participate in trade shows and advertise our services through digital marketing channels, trade publications, and the Internet via www.tlxpedited.com, www.forwardair.com, www.forwardaircorp.com, www.forward-intermodal.com, and www.omnilogistics.com. Our websites promote and describe our services in addition to lead generation support.
Available Information We file reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K. other reports and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended from time to time.
Available Information We file reports with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended from time to time.
Its core offerings include: • Domestic Freight ◦ Partnering with leading carriers to provide a full menu of LTL, expedited and truckload services based on various time requirements; ◦ Specialized delivery for high-value freight, including white glove and team delivery, installation, unpacking, debris removal, light assembly, repackaging, inspection and crating/uncrating; ◦ Supply chain engineering, appointment scheduling, site survey, track and trace, 24-hour call center and database management; ◦ Air charter, next flight out, hand carry and other expedited services; ◦ Reverse logistics, trade shows, project logistics, cold chain management, chain of custody and small pack; and • Value-Added Warehousing and Distribution ◦ Global warehousing and distribution and e-commerce fulfillment solutions, including inventory management, cross docking, kitting and pick and pack; ◦ Free Trade zone and bonded warehouse capabilities; ◦ System level testing, tape and reel, ink/laser marking, repair, splitting, baking, kitting, packing, binning and returns management; and • International Freight ◦ Primarily focused on Asia to the United States and Intra-Asia air transportation with expanding service offerings in other markets; ◦ International compliance and customs brokerage ensure stringent compliance requirements are met while expediting delivery times.
Its core offerings include domestic freight, value-added warehousing and distribution and international freight: • Domestic Freight • Partnering with leading carriers to provide a full menu of LTL, expedited and truckload services based on various time requirements; • Specialized delivery for high-value freight, including white glove and team delivery, installation, unpacking, debris removal, light assembly, repackaging, inspection and crating/uncrating; • Supply chain engineering, appointment scheduling, site survey, track and trace, 24-hour call center and database management; • Air charter, next flight out, hand carry and other expedited services; and • Reverse logistics, trade shows, project logistics, cold chain management, chain of custody and small pack. • Contract Logistics • Global warehousing and distribution and e-commerce fulfillment solutions, including inventory management, cross docking, kitting and pick and pack; • Free Trade zone and bonded warehouse capabilities; and • System level testing, tape and reel, ink/laser marking, repair, splitting, baking, kitting, packing, binning and returns management. • International Freight • Primarily focused on Asia to the United States and Intra-Asia air transportation with expanding service offerings in other markets; and • International compliance and customs brokerage ensure stringent compliance requirements are met while expediting delivery times.
Also, Omni provides business-to-business solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni. 10 Core Offerings Omni focuses on providing customized logistics solutions for high-value, mission-critical freight for some of the industry’s most demanding customers.
Also, Omni provides business-to-business solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni. Core Offerings Omni focuses on providing customized logistics solutions for high-value, mission-critical freight for some of the industry’s most demanding customers.
Drivers of our Leased Capacity Providers complete a three-day safety orientation as part of their onboarding where they are assigned several training courses, and from time-to-time, additional safety trainings may also be assigned on an ongoing basis, dependent upon driving behaviors. 13 We invest in a variety of programs focused on improving and maintaining driver health and wellness.
Drivers of our Leased Capacity Providers complete a three-day safety orientation as part of their onboarding where they are assigned several training courses, and from time-to-time, additional safety trainings may also be assigned on an ongoing basis, dependent upon driving behaviors. We invest in a variety of programs focused on improving and maintaining driver health and wellness.
Additionally, we believe our Intermodal segment is one of the leading providers of drayage and related services in North America today. Marketing We market all of our services through a sales and marketing team located in major markets of the United States. Senior leadership is also actively involved in sales and marketing to national and local accounts.
Additionally, we believe our Intermodal segment is one of the leading providers of drayage and related services in North America today. Marketing We market all of our services through a sales and marketing team located in major markets of the United States. Senior leadership is also actively involved in sales and marketing to national and key local accounts.
In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration and Customs and Border Protection (“CBP”) within the United States Department of Homeland Security, and our domestic customs brokerage operations are licensed by CBP. 17 We are also subject to employment laws and regulations, including the changing regulatory landscape, with the potential effects of California Assembly Bill 5 ("California AB5"), which introduced a new test for determining worker classification that is viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships.
In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration and Customs and Border Protection (“CBP”) within the United States Department of Homeland Security, and our domestic customs brokerage operations are licensed by CBP. 16 We are also subject to employment laws and regulations, including the changing regulatory landscape, with the potential effects of California Assembly Bill 5 ("California AB5"), which introduced a new test for determining worker classification that is viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships.
Through our subsidiary Bigger, Farther, Faster, LLC (d/b/a Ramp Logistics), we hold the United States federal trademark registration associated with the Ramp Logistics word mark and logo. Through our subsidiary IVIA Services, LLC, we holds the United States federal trademark registration associated with the word mark IVIA.
Through our subsidiary Bigger, Farther, Faster, LLC (d/b/a Ramp Logistics), we hold the United States federal trademark registration associated with the Ramp Logistics word mark and logo. Through our subsidiary IVIA Services, LLC, we hold the United States federal trademark registration associated with the word mark IVIA.
Globally, we 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.
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.
Our website address is www.forwardair.com. Our goal is to maintain our website as a portal through which investors can easily find or navigate to pertinent information about us. The information provided on the website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report. 18
Our website address is www.forwardair.com. Our goal is to maintain our website as a portal through which investors can easily find or navigate to pertinent information about us. The information provided on the website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report. 17
We provide 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. Intermodal operates primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast.
We provide first- and last-mile high value intermodal container drayage services both to and from seaports and railheads in the United States. Intermodal also offers dedicated contract and Container Freight Station (“CFS”) warehouse and handling services. Intermodal operates primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast.
We provide a quarterly safety bonus and annual vehicle giveaway to incentivize our Leased Capacity Providers to promote safe driving practices. Both initiatives celebrate drivers of our Leased C apacity Providers who have zero moving violations or accidents on a quarterly basis. Drivers who obtain four quarterly bonuses are eligible to win a new personal vehicle.
We provide a quarterly safety bonus and annual vehicle giveaway to incentivize our Leased Capacity Providers to promote safe driving practices. Both initiatives celebrate drivers of our Leased Capacity Providers who have zero moving violations or accidents on a quarterly basis. Drivers who obtain four quarterly bonuses are eligible to win a new personal vehicle.
To that end, we believe our Expedited Freight segment has an advantage over other truckload and LTL carriers because Expedited Freight delivers faster, more reliable services between cities at rates that are generally significantly below the price to transport the same shipments to the same destinations by air.
To that end, we believe our Expedited Freight segment has an advantage over other LTL carriers because Expedited Freight delivers faster, more reliable services between cities at rates that are generally significantly below the price to transport the same shipments to the same destinations by air.
Intermodal’s network consi sts of 28 locati ons primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast. Transportation Intermodal utilizes a mix of Company-employed drivers, Leased Capacity Providers and third-party motor carriers.
Intermodal’s network consi sts of 26 locati ons primarily in the Midwest and Southeast, with a smaller operational presence in the Southwest, Mid-Atlantic, and West Coast. Transportation Intermodal utilizes a mix of Company-employed drivers, Leased Capacity Providers and third-party motor carriers.
Service Marks We maintain a variety of service marks and trademarks specific to our Forward and Omni business through our subsidiaries, which we believe are of significant value to our business. As our brands evolve, certain of these marks may go out of use, and others may be developed over time.
Service Marks We maintain a variety of service marks and trademarks specific to our business through our subsidiaries, which we believe are of significant value to our business. As our brands evolve, certain of these marks may go out of use, and others may be developed over time.
Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $100 deductible per occurrence for our brokered services. Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 per occurrence.
Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $25 thousand deductible per occurrence for our brokered services. Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 thousand per occurrence.
We aim to prote ct these marks and other intellectual property as they are critical to our marketing strategy. Through our subsidiary Forward Air Royalty, LLC, we hold the United States federal trademark registrations associated with the following service marks: Forward (logo), circle design (logo), Forward Air, Forward Air (logos), Forward Air Complete, Forward Air Complete (logo), TQI, inc.
We aim to protect these marks and other intellectual property as they are critical to our marketing strategy. Through our subsidiary Forward Air Royalty, LLC, we hold the United States federal trademark registrations associated with the following service marks: Forward (logo), circle design (logo), Forward Air, Forward Air (logos), Forward Air Complete, Forward Air Complete (logo), TQI, inc.
Our asset and partner network allows us to react quickly and secure the correct asset for the job. Our technology enables us to customize systems and automate processes, capturing delivery requirements and maintaining them for future shipments. We prioritize collaborative partnerships with our customers, focusing on building trust and differentiation.
Our asset and partner network allows us to react quickly and provide the correct service for the job. Our technology enables us to customize systems and automate processes, capturing delivery requirements and maintaining them for future shipments. We prioritize collaborative partnerships with our customers, focusing on building trust and differentiation.
We do not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations. Regulation We are regulated by various United States and state agencies, including the DOT.
We do not believe that any of these pending actions, individually or in the aggregate, will have a material adverse effect on our business, financial condition or results of operations. Regulation We are regulated by various federal and state agencies, including the DOT.
Omni provides business-to-business (“B2B”) solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni. During the year ended December 31, 2024, Omni accounted for approximately 47% of our consolidated revenue. Intermodal.
Omni provides business-to-business (“B2B”) solutions to prominent United States-based customers across a variety of attractive end markets, including the technology, retail, media, logistics, life sciences and e-commerce sectors, many of which have had long-term relationships with Omni. During the year ended December 31, 2025, Omni accounted for approximately 50% of our consolidated revenue. Intermodal.
The Omni acquisition and the related debt are discussed in detail within Note 3, Acquisitions to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Services Provided Our services are classified into three reportable segments: Expedited Freight, Omni Logistics , and Intermodal.
The Omni acquisition is discussed in detail within Note 3, Acquisitions to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Services Provided Our services are classified into three reportable segments: Expedited Freight, Omni Logistics , and Intermodal.
Operations Omni’s primary office is located near Dallas, Texas, with other offices located around the globe in order to support their global supply chain customers. Om ni has 109 service ce nters, primarily located in the United States and the Asia-Pacific region.
Operations Omni’s primary office is located in Dallas, Texas, with other offices located around the globe in order to support their global supply chain customers. Om ni has 125 service ce nters, primarily located in the United States and the Asia-Pacific region.
During the year ended December 31, 2024, Intermodal accounted for approximately 9% of our consolidated revenue. Strategy In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value.
During the year ended December 31, 2025, Intermodal accounted for approximately 10% of our consolidated revenue. Strategy In January 2025, the Board of Directors (the “Board”) announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value.
Intermodal also offers dedicated contract and CFS warehouse and handling services. Intermodal also provides line haul and local LTL service in the Midwest, as well as CFS warehousing services (e.g. devanning, unit load device build-up/tear-down, and security screening) for air and ocean import/export freight at five of its total network terminals.
Intermodal also provides line haul and local LTL service in the Midwest, as well as CFS warehousing services (e.g. devanning, unit load device build-up/tear-down, and security screening) for air and ocean import/export freight at five of its total network terminals.
We plan on strategically transforming the combined company through which we go to market, the human capital needs of our larger and more diverse service enterprise, the systems we utilize in order to streamline our joined cost structure, and focusing our teams efforts around our service offerings as opposed to our historical approach. • Delivering Best-in-Class Service.
We plan on strategically transforming the combined company through which we go to market, the human capital needs of our larger and more diverse service enterprise, the systems we utilize in order to streamline our joined cost structure, and focusing our teams efforts around our service offerings as opposed to our historical approach. • Enhance Information Systems.
Also, because Expedited Freight does not place significant size or weight restrictions on shipments, we generally do not compete directly with integrated air cargo carriers such as United Parcel Service and FedEx Corporation in the overnight delivery of small parcels. The table below summarizes the average weekly volume of freight moving through our LTL network for each year since 2009.
Also, because Expedited Freight does not place significant size or weight restrictions on shipments, we generally do not compete directly with integrated air cargo carriers such as United Parcel Service and FedEx Corporation in the overnight delivery of small parcels. 8 The table below summarizes the average weekly volume of freight moving through our LTL network for each of the past six years.
In 2024, 146 Leased Ca pacity Providers and Company-employed drivers qualified for the vehicle giveaway. Looking ahead, we will continue to identify and promote programs that focus on the health and wellness for the drivers of our Leased Capacity Providers. Workplace Health and Safety We are committed to the safety of our employees and independent contractors.
In 2025, 211 Leased Capacity Providers and Company-employed drivers qualified for the vehicle giveaway. Looking ahead, we will continue to identify and promote programs that focus on the health and wellness for the drivers of our Leased Capacity Providers. Workplace Health and Safety We are committed to the safety of our employees and independent contractors.
For financial information relating to each of our business segments, see Note 12, Segment Reporting to our Consolidated Financial Statements included in this Form 10-K. Expedited Freight. We operate a comprehensive national network that provides expedited regional, inter-regional and national LTL services.
For financial information relating to each of our business segments, see Note 12, Segment Reporting to our Consolidated Financial Statements included in this Annual Report on Form 10-K. Expedited Freight. We operate a comprehensive network in the continental United States that provides expedited regional, inter-regional and national LTL services.
Our trailer pool includes dry van, refrigerated and roller-bed trailers, and substantially all of our trailers are 53 feet long. We own the majority of the trailers we use, but we supplement at times with leased trailers. As of December 31, 2024, there were 5,346 owned trailers in our fleet with an average age of approximately nine years.
Our trailer pool includes dry van, refrigerated and roller-bed trailers, and substantially all of our trailers are 53 feet long. We own the majority of the trailers we use, but we supplement at times with leased trailers. As of December 31, 2025, there were 4,730 owned trailers in our fleet with an average age of approximately eight years.
We are also subject to laws and regulations under the United States Environmental Protection Agency and the Occupational Safety and Health Administration, which regulate safety, the supervision of hazardous materials, water discharges, air emissions, solid waste disposal and the release and cleanup of other substances.
We are also subject to laws and regulations under the EPA and the Occupational Safety and Health Administration, which regulate safety, the supervision of hazardous materials, water discharges, air emissions, solid waste disposal and the release and cleanup of other substances.
Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us up to $10,000 (in thousands): Risk Retention Frequency Layer Policy Term Expedited Freight LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2024 to 10/1/2025 Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2024 to 10/1/2025 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2024 to 10/1/2025 Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2024 to 10/1/2025 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.
Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us up to $10,000 (in thousands): Risk Retention Frequency Layer Policy Term $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2025 to 10/1/2026 $ 5,000 Policy Term Aggregate 2 $5,000 to $20,000 10/1/2025 to 10/1/2028 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute.
The recruitment, training and retention of qualified employees is essential to support our continued growth and to meet the service requirements of our customers. As of December 31, 2024, we had 6,319 full-time employees, which includes 1,992 freight handlers and an additional 267 part-time employees, the majority of which were freight handlers.
The recruitment, training and retention of qualified employees are essential to support our continued growth and to meet the service requirements of our customers. As of December 31, 2025, we had 6,062 full-time employees, which includes 1,994 freight handlers and an additional 294 part-time employees, the majority of which were freight handlers.
Omni Acquisition As described in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Omni Acquisition”, on January 25, 2024 (the “ Closing Date ” ), we completed the acquisition of Omni Newco LLC (“Omni”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “ Merger Agreement ” , and as amended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”) (the “Omni Acquisition”).
Omni Acquisition On January 25, 2024 (the “ Closing Date ” ), we completed the acquisition of Omni Newco LLC (“Omni”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (the “ Merger Agreement ” , and as amended by Amendment No. 1, dated as of January 22, 2024, the “Amended Merger Agreement”) (the “Omni Acquisition”).
During 2024, approximately 62.1% of Intermodal’s direct transportation expenses were provided by Leased Capacity Providers, 33.5% by Company-employed drivers, and 4.4% by third-party m otor carriers. All of our Intermodal company and independent contractor tractors are equipped with computer tablets, which enable us to communicate with our drivers, plan and monitor shipment progress and monitor our drivers’ hours of service.
During 2025, approximately 64% of Intermodal’s direct transportation expenses were provided by Leased Capacity Providers, 30% by Company-employed drivers, and 6% by third-party motor carriers. All of our Intermodal company and independent contractor tractors are equipped with computer tablets, which enable us to communicate with our drivers, plan and monitor shipment progress and monitor the drivers’ hours of service.
To a lesser extent, we also compete with integrated air cargo carriers and passenger airlines. Our competition ranges from small operators that operate within a limited geographic area to companies with substantially greater financial and other resources, including greater freight capacity. 12 Our Expedited Freight segment primarily competes with other national and regional truckload carriers.
Our competition ranges from small operators that operate within a limited geographic area to companies with substantially greater financial and other resources, including greater freight capacity. 11 Our Expedited Freight segment primarily competes with other national and regional truckload carriers.
Item 1. Business Overview Forward Air Corporation (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light provider of transportation services. We provide less-than-truckload (“LTL”), truckload and intermodal drayage services and freight brokerage and supply chain services across North and South America, Europe and Asia.
Item 1. Business Overview Forward Air Corporation (“Forward”, the “Company”, “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.
Transport Services Omni primarily utilizes third-party transportation providers including ground, air and ocean transportation providers, and also utilizes a mix of Company-employed drivers. During 2024, approximately 99% of Omni’s direct transportation expenses were provided by third-party transportation providers and 1% by Company-employed drivers.
Transportation Omni primarily utilizes third-party transportation providers including ground, air and ocean transportation providers, and also utilizes a mix of Company-employed drivers. During 2025, substantially all of Omni’s direct transportation expenses 10 were provided by third-party transportation providers.
In 2024, none of our employees were covered by a collective bargaining agreement. Roadway Health and Safety We are committed to educating our employees and promoting driver health and wellness through routine communication campaigns and information designed to emphasize the importance of safe operations.
Roadway Health and Safety We are committed to educating our employees and promoting driver health and wellness through routine communication campaigns and information designed to emphasize the importance of safe operations.
Usually, Leased Capacity Providers negotiate schedules for their drivers that are between the same two cities or along a consistent route, improving quality of work life for the drivers of our Leased Capacity Providers and, in turn, increasing the retention rate of drivers and Leased Capacity Providers. 9 We also purchase transportation capacity supplied by third-party contracted motor carriers and transportation intermediaries.
Usually, Leased Capacity Providers negotiate schedules for their drivers that are between the same two cities or along a consistent route, improving quality of work life for the drivers of our Leased Capacity Providers and, in turn, increasing the retention rate of drivers and Leased Capacity Providers.
We are committed to making our results count and will continue to update our future disclosures accordingly. 16 Risk Management and Litigation Under regulations of the Department of Transportation (“DOT”), we are liable for bodily injury and property damage caused by Leased Capacity Providers and employee drivers while they are operating equipment under our various motor carrier authorities.
We will continue to refine our disclosures and report on progress as our sustainability efforts evolve. Risk Management and Litigation Under regulations of the Department of Transportation (“DOT”), we are liable for bodily injury and property damage caused by Leased Capacity Providers and employee drivers while they are operating equipment under our various motor carrier authorities.
Our dependable service and wide-ranging service offerings also make Expedited Freight an attractive option for 3PL providers . Integrated air cargo carriers use our network to provide overflow capacity and other services, including shipment of bigger packages and pallet-loaded cargo.
Expedited Freight’s freight forwarder customers vary in size from small, independent, single facility companies to large, international logistics companies. Our dependable service and wide-ranging service offerings also make Expedited Freight an attractive option for 3PL providers . Integrated air cargo carriers use our network to provide overflow capacity and other services, including shipment of bigger packages and pallet-loaded cargo.
Other Services Expedited Freight provides additional value-added services that are integrated into the overall operation of its network. Expedited Freight offers truckload services which include expedited truckload brokerage, dedicated fleet services, as well as high security and temperature-controlled logistics services.
A small portion of Expedited Freight’s transportation capacity is provided by employee drivers operating company-owned equipment. Other Services Expedited Freight provides additional value-added services that are integrated into the overall operation of its network. Expedited Freight offers truckload services which include expedited truckload brokerage, dedicated fleet services, as well as high security and temperature-controlled logistics services.
As a result, we plan to invest in new locations, in our asset base, and in technology to enable efficient handling of increased freight in new markets. • Transformation. On January 25, 2024, we completed the Omni Acquisition, which has allowed us to expand our operations both domestically and internationally.
As a result, we plan to invest in new locations, like our expansion in Latin America. • Transformation. On January 25, 2024, we completed the Omni Acquisition, which has allowed us to expand our operations both domestically and internationally.
Omni deploys global, multi-modal capabilities, which allows the salespeople to partner across customers’ organizations and supply chains by offering a comprehensive and a unique suite of global services to meet highly complex customer needs, including global logistics services, visibility and execution. 11 Intermodal Overview Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.
Omni deploys global, multi-modal capabilities, which allows the salespeople to partner across customers’ organizations and supply chains by offering a comprehensive and a unique suite of global services to meet highly complex customer needs, including global logistics services, visibility and execution.
The foundation of our growth strategy is our commitment to provide our customers with the most reliable and damage-free alternative for their shipments. Commitment to precision execution service is valued by customers and allows us to charge fair compensation for our services and positions us to improve market share. • Manage LTL Pricing and Freight Characteristics.
Commitment to precision execution service is valued by customers and allows us to charge fair compensation for our services and positions us to improve market share. • Manage LTL Pricing and Freight Characteristics.
Other Expedited Freight services allow customers to access the following services from a single source: • customs brokerage; • warehousing, dock and office space; • hotshot or ad hoc ultra-expedited services; and • shipment consolidation and handling, such as shipment build-up and break-down and reconsolidation of air or ocean pallets or containers.
Other Expedited Freight services allow customers to access the following services from a single source: • customs brokerage; • warehousing, dock and office space; • hotshot or ad hoc ultra-expedited services; and • shipment consolidation and handling, such as shipment build-up and break-down and reconsolidation of air or ocean pallets or containers. 9 Customers Our Expedited Freight wholesale customer base is primarily comprised of freight forwarders, third-party logistics (“3PL”) companies, integrated air cargo carriers and passenger, cargo airlines, steamship lines and retailers.
We have established a preliminary goal to reduce absolute Scope 1 and Scope 2 GHG emissions (combined) by 2030 from a 2021 base year. We are currently updating our ESG roadmap to align our previously stated carbon reduction goals with our new operations as a joint organization with Omni Logistics.
We track and manage GHG emissions and energy use and have established a preliminary goal to reduce absolute Scope 1 and Scope 2 GHG emissions (combined) by 2030 from a 2021 base year. We are currently updating our ESG roadmap to reflect our combined operations following the integration with Omni Logistics.
We utilize capacity from both third-party motor carriers and transportation intermediaries to support other Expedited Freight service offerings in response to seasonal demands and volume surges in particular markets, to handle overflow volume. A small portion of Expedited Freight’s transportation capacity is provided by employee drivers operating company-owned equipment.
We also purchase transportation capacity supplied by third-party contracted motor carriers and transportation intermediaries. We utilize capacity from both third-party motor carriers and transportation intermediaries to support other Expedited Freight service offerings in response to seasonal demands and volume surges in particular markets, to handle overflow volume.
Expedited Freight offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services. During the year ended December 31, 2024, Expedited Freight accounted for approximately 44% of our consolidated revenue. Omni Logistics. An asset-light, high-touch logistics and supply chain management company with deep customer relationships in high-growth end markets.
Expedited Freight offers customers local pick-up and delivery and other services including truckload, shipment consolidation and deconsolidation, warehousing, customs brokerage and other handling services. During the year ended December 31, 2025, Expedited Freight accounted for approximately 40% of our consolidated revenue. Omni Logistics.
To learn more about our ESG strategy and all our focus areas, visit our ESG website, https://forwardair.metrio.net/ , also accessible through our investor relations site. The information in our ESG report is not incorporated into, and is not a part of, this report.
To learn more about our sustainability strategy and focus areas, visit our sustainability website at omnilogistics.com/our-impact/ or at forwardair.com/ourimpact. Details are also accessible through our investor relations site. The information 15 contained in our Sustainability Report is not incorporated into, and does not form a part of, this report.
We believe our information systems have and will assist us in capitalizing on new business opportunities with existing and new customers. Operations The following describes in more detail the operations of each of our reportable segments: Expedited Freight, Omni Logistics, and Intermodal. Expedited Freight Overview Our Expedited Freight segment provides expedited regional, inter-regional and national LTL and truckload services.
We are committed to developing information system enhancements that will provide competitive service advantages and increased productivity. We believe our information systems have and will assist us in capitalizing on new business opportunities with existing and new customers. Operations The following describes in more detail the operations of each of our reportable segments: Expedited Freight, Omni Logistics, and Intermodal.
Our Expedited Freight network encompasses approximately 96% of all continental United States zip codes, with service in Canada and Mexico. Shipments During 2024, approximately 24.0% of the freight handled by our LTL network was for overnight delivery, approximately 63.6% was for delivery withi n two to three days and the balance was for delivery in four or more days.
Shipments During 2025, approximately 24% of the freight handled by our LTL network was for overnight delivery, approximately 64% was for delivery withi n two to three days and the balance was for delivery in four or more days.
In addition, we strive to take advantage of our core competencies in precision execution to provide asset-light freight transportation services to profitably grow in the premium segments of the markets we serve. 7 • Expand Service Offerings and Service Footprint.
In addition, we strive to take advantage of our core competencies in precision execution to provide asset-light freight transportation services to profitably grow in the premium segments of the markets we serve. 7 • Delivering Best-in-Class Service. The foundation of our growth strategy is our commitment to provide our customers with the most reliable and damage-free alternative for their shipments.
Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to United States-based customers operating both domestically and internationally.
We operate an asset-light, high-touch logistics and supply chain management operation with deep customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to United States-based customers operating both domestically and internationally.
All of our employees are assigned to training courses as part of onboarding and employees may be assigned additional refresher trainings based on corrective action or identified risk. Diversity We believe that our employees’ unique and diverse capabilities positively impact our success.
All of our employees are assigned to training courses as part of onboarding and employees may be assigned additional refresher trainings based on corrective action or identified risk. 13 Equipment We manage a trailer pool that is utilized by all of our businesses to move freight through our networks.
Although we impose no significant size or weight restrictions, we focus our marketing and price structure on shipments of 800 p ou nds or more. 8 Expedited Freight markets its services primarily to freight and logistics intermediaries; however, it may at times, provide such services to shippers if the opportunity is consistent with Expedited Freight’s strategy.
Expedited Freight markets its services primarily to freight and logistics intermediaries; however, it may at times, provide such services to shippers if the opportunity is consistent with Expedited Freight’s strategy.
Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, and value-added services for time-sensitive freight to U.S.-based customers operating both domestically and internationally.
Omni Logistics Overview Omni is our asset-light, high-touch logistics and supply chain management operation with customer relationships in high-growth end markets. Omni delivers domestic and international freight forwarding, fulfillment services, customs brokerage, distribution, for time-sensitive freight to U.S.-based customers operating both domestically and internationally. Omni offers contract logistics including warehousing and value-added services.
We market our Expedited Freight services primarily to freight and logistics intermediaries (such as freight forwarders and third-party logistics companies), and airlines (such as integrated air cargo carriers, and passenger and cargo airlines). We offer our customers a high level of service with a focus on on-time, damage-free deliveries.
Expedited Freight Overview Our Expedited Freight segment provides expedited regional, inter-regional and national LTL and truckload services. We market our Expedited Freight services primarily to freight and logistics intermediaries (such as freight forwarders and third-party logistics companies), and airlines (such as integrated air cargo carriers, and passenger and cargo airlines).
Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on tenure, skills, proficiency, and performance to attract and retain key talent. In addition to salaries, our compensation programs include annual incentive bonuses, stock awards, and participation in a retirement savings plan, dependent upon the position and level of employee.
In addition to salaries, our compensation programs include annual incentive bonuses and stock awards, dependent upon the position and level of the employee. We also offer a retirement savings plan with a company match as well as a portfolio of market-competitive benefits.
Competition We compete in the North American transportation and logistics services industry, and the markets in which we operate are highly competitive, very fragmented and historically have few barriers to entry. We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers.
Customers Intermodal’s customer base is primarily comprised of international freight forwarders, passenger and cargo airlines, beneficial cargo owners and steamship lines. Competition We compete in the North American transportation and logistics services industry, and the markets in which we operate are highly competitive, very fragmented and historically have few barriers to entry.
Average Weekly Volume in Pounds Year (In millions) 2009 28.5 2010 32.6 2011 34.0 2012 34.9 2013 35.4 2014 37.4 2015 47.2 2016 46.5 2017 49.5 2018 50.2 2019 48.6 2020 46.3 2021 55.4 2022 54.8 2023 52.7 2024 54.3 Operations Expedited Freight’s primary office is located near Greenville TN, with 59 additional locations spread across North America and Mexico.
Average Weekly Volume in Pounds Year (In millions) 2020 46.3 2021 55.4 2022 54.8 2023 52.7 2024 54.3 2025 46.4 Operations Expedited Freight’s primary office is located in Dallas, TX, with 76 additional locations spread across North America and Mexico. These locations support our global shipping and logistical services.
Forward was formed as a corporation under the laws of the State of Tennessee on October 23, 1981. Our common stock is listed on the Nasdaq Global Select Market under the symbol “FWRD”.
Forward was founded in 1981 in Greeneville, Tennessee. In 2025, the Company changed its state of incorporation from Tennessee to Delaware and moved its headquarters from Greeneville to Dallas, Texas. Our common stock is listed on the Nasdaq Global Select Market under the symbol “FWRD”.
As part of this pillar, we focus on GHG Emissions Reduction Practices and Air Quality Practices. As a transportation company, we are conscious of the environmental effects of our operations and are committed to tracking and reducing our GHG emissions and improving our energy efficiency.
Planet We are committed to promoting a healthier natural environment by pursuing continuous improvement across our operations and participating in industry efforts that advance environmental performance. As part of this pillar, we focus on GHG Emissions Reduction Practices and Air Quality Practices. As a transportation and logistics company, we recognize the environmental impacts associated with our operations.
As of December 31, 2024, we had 325 and 716 owned and leased tractors and straight trucks, respectively, in our fleet, with an average age of approximately six years. 14 Corporate Sustainability We embrace a comprehensive approach to sustainability that addresses Environmental, Social, and Governance (“ESG”) factors.
In addition, as of December 31, 2025, we also had 133 leased trailers in our fleet. As of December 31, 2025, we had 297 and 450 owned and leased tractors and straight trucks, respectively, in our fleet, with an average age of approximately seven years.
These services benefit our existing customers and increase our ability to attract new customers. Another part of our key growth strategy is to pursue geographic expansion into under-penetrated markets to better meet the current and future needs of customers.
With the combination of Forward Air and Omni Logistics we can now offer air/ocean forwarding or contract logistics to customers that have purchased our ground and intermodal products in the past. Another part of our key growth strategy is to pursue geographic expansion into under-penetrated markets to better meet the current and future needs of customers.
Our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our LTL network efficiently and more profitably. • Enhance Information Systems. We are committed to developing information system enhancements that will provide competitive service advantages and increased productivity.
Our business strategy involves managing both the price we charge for our services and the mix of freight we transport to operate our LTL network efficiently and more profitably. • Product Expansion. A key part of our growth strategy is to offer the full suite of services to address our customers' comprehensive premium logistics needs.
The average weekly volume of freight moving through our LTL network was approximately 54.3 million pounds per week and our average shipment weighed approximately 840 pounds in 2024.
The average weekly volume of freight moving through our LTL network was approximately 46.4 million pounds per week and our average shipment weighed approximately 842 pounds in 2025. Although we impose no significant size or weight restrictions, we focus our marketing and price structure on shipments of 800 p ou nds or more.
Compensation We regularly review surveys of market rates for jobs to ensure our compensation practices are competitive. We are committed to providing total rewards that are market-competitive and performance-based, driving innovation and operational excellence. Our compensation programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with, and drives shareholder value.
Our compensation and benefit programs, practices, and policies reflect our commitment to reward short- and long-term performance that aligns with and drives shareholder value. Total direct compensation is generally positioned within a competitive range of the market median, with differentiation based on experience, skills, proficiency, and performance to attract and retain key talent.
In addition, the charter of the Corporate Governance and Nominating Committee (the “CG&N Committee”) gives the CG&N Committee oversight over our sustainability-related efforts. At least twice a year, the CG&N Committee is updated on each of these topics and provides feedback and direction that it deems appropriate.
Oversight of our sustainability strategy, performance, and continuous-improvement activities is maintained by dedicated ESG leadership. The Corporate Governance and Nominating (CG&N) Committee has responsibility for oversight of our sustainability-related efforts. At least twice a year, management provides the CG&N Committee with updates on these topics, and at least annually, the Chair of the CG&N Committee reports to the full Board.
Customer We are committed to providing the industry’s highest quality service in delivering on our customers’ expectations. As part of this pillar, we focus on Measurement & Disclosure, Information Security, and Responsible Supplier Practices. We remain committed to transparent and sustainable business practices.
As part of this pillar, we focus on Measurement & Disclosure, Information Security, and Responsible Supplier Practices. We support transparent and responsible business practices through continued investment in digital, cloud-based, and data-management systems that improve operational efficiency and performance measurement.
Our CDP report is included on our website in the 2023 ESG report update. People and Communities We are committed to maintaining safe facilities for our employees, independent contractors, customers and partners. As part of this pillar, we focus on Roadway Health & Safety, Workplace Health & Safety, Independent Contractor Practices, and DEI&B Practices.
As part of this pillar, we focus on Roadway Health & Safety, Workplace Health & Safety, Independent Contractor Practices, and Engagement & Connectivity Practices. 14 We maintain and continuously monitor comprehensive health and safety programs designed to prevent workplace incidents and promote a strong safety culture for employees and independent contractors.
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A key part of our growth strategy is to offer new and enhanced services that address our customers’ premium logistics needs. Over the past few years, we added or enhanced our logistics solutions offerings, LTL pickup and delivery, expedited truckload, temperature-controlled shipments, warehousing, drayage, customs brokerage and shipment consolidation and handling services.
Added
We offer our customers a high level of service with a focus on on-time, damage-free deliveries. Our Expedited Freight network encompasses approximately 96% of all continental United States zip codes, with service in Canada and Mexico.
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These locations support our shipping and logistical services to our growing international customer base.
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Intermodal Overview 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 CFS warehouse and handling services.
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Customers Our Expedited Freight wholesale customer base is primarily comprised of freight forwarders, third-party logistics (“3PL”) companies, integrated air cargo carriers and passenger, cargo airlines, steamship lines and retailers. Expedited Freight’s freight forwarder customers vary in size from small, independent, single facility companies to large, international logistics companies.
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We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers. To a lesser extent, we also compete with integrated air cargo carriers and passenger airlines.
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In 2024, Expedited Freight’s ten largest customers accounted for approximately 27% of its revenue and no single customer had revenue greater than 10% of Expedited Freight revenue. Omni Logistics Overview Omni, founded in 2000 and headquartered near Dallas, Texas, is an asset-light, high-touch logistics and supply chain management company with customer relationships in high-growth end markets.
Added
In 2025, none of our employees were covered by a collective bargaining agreement. Talent Management Our talent processes are integrated into the Forward Air business strategy, and are a key component to recruiting, hiring, developing, rewarding and retaining top-performing talent.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBusiness outside of the U.S. is subject to various risks, including: • changes in tariffs, trade restrictions, and trade agreements; • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international business; • difficulties in managing or overseeing foreign operations and agents; • economic and political instabilities in some countries; • new and different sources of competition and laws and business practices favoring local competitors; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • exposure to increased risk of loss from foreign currency fluctuations and exchange controls; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the U.S.; • compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, customs, anti-boycott, sanctions and embargoes, antitrust, data transfer, storage and protection, ESG and industry-specific laws and regulations, and our ability to identify and respond timely to compliance issues when they occur; and • the impact of uncertainties regarding the United Kingdom’s exit from the European Union (the “EU”) on regulations, current, taxes and operations, including possible disruptions to the sale of our services or the movement of our people between the United Kingdom, the EU and other locations.
Biggest changeBusiness outside of the U.S. is subject to various risks, including: • changes in tariffs, trade restrictions, and trade agreements; • compliance with the laws of numerous taxing jurisdictions where we conduct business, potential double taxation of our international earnings and potentially adverse tax consequences due to U.S. and foreign tax laws as they relate to our international business; • difficulties in managing or overseeing foreign operations and agents; • economic and political instabilities in some countries; • new and different sources of competition and laws and business practices favoring local competitors; • limitations on the repatriation of funds because of foreign exchange controls; • different liability standards; • exposure to increased risk of loss from foreign currency fluctuations and exchange controls; • intellectual property laws of countries that do not protect our rights in our intellectual property, including but not limited to, our proprietary information systems, to the same extent as the laws of the U.S.; and • compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, customs, anti-boycott, sanctions and embargoes, antitrust, data transfer, storage and protection, ESG scrutiny and industry-specific laws and regulations, and our ability to identify and respond timely to compliance issues when they occur.
The transportation and supply chain industries historically have experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of customers, interest and currency rate fluctuations, inflation, supply chain disruptions, labor shortages and other economic factors beyond our control.
The transportation and supply chain industries have historically experienced cyclical fluctuations in financial results due to economic recession, downturns in business cycles of customers, interest and currency rate fluctuations, inflation, supply chain disruptions, labor shortages and other economic factors beyond our control.
These customers could choose to divert all or a portion of their business with us to one of our competitors, demand pricing concessions for our services, require us to provide enhanced services that increase our costs, or develop their own shipping and distribution capabilities. We generally do not have long-term contracts with their customers.
These customers could choose to divert all or a portion of their business with us to one of our competitors, demand pricing concessions for our services, require us to provide enhanced services that increase our costs, or develop their own shipping and distribution capabilities. We generally do not have long-term contracts with our customers.
Many of our competitors periodically reduce their rates to gain business, especially during times of economic decline, which may limit our ability to maintain or increase or profit margins. In an effort to reduce costs, we have seen our customers solicit bids from multiple transportation providers and develop or expand internal capabilities for some of the services that we provide.
Many of our competitors periodically reduce their rates to gain business, especially during times of economic decline, which may limit our ability to maintain or increase our profit margins. In an effort to reduce costs, we have seen our customers solicit bids from multiple transportation providers and develop or expand internal capabilities for some of the services that we provide.
Disasters, including severe weather, such as hurricanes or blizzards, and public health issues, such as pandemics, occurring in the United States or abroad, could result in the temporary lack of an adequate work force and the temporary disruption in the transport of goods to or from overseas which could prevent, delay or reduce freight volumes and could have an adverse impact on consumer spending and confidence levels, all of which could result in decreased revenues.
Disasters, including severe weather, such as hurricanes or blizzards, and public health issues, such as pandemics or epidemics, occurring in the United States or abroad, could result in the temporary lack of an adequate work force and the temporary disruption in the transport of goods to or from overseas which could prevent, delay or reduce freight volumes and could have an adverse impact on consumer spending and confidence levels, all of which could result in decreased revenues.
In addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the combined company. We cannot assure you that our evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders.
In 20 addition, there could be disruptions to or distractions for the workforce and management associated with activities of labor unions or integrating employees into the combined company. We cannot assure you that our evaluation of strategic alternatives will result in any particular outcome, and the perceived uncertainties related to the Company could adversely affect our business and our stockholders.
Under these laws and regulations, the government may require export licenses, or impose restrictions that would require modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities, and modifications to compliance programs, which may increase compliance costs. Failure to implement changes may subject the combined company to fines, penalties and other sanctions.
Under these laws and regulations, the government may require export licenses, or impose restrictions that would require modifications to business practices, including cessation of business activities in sanctioned countries or with sanctioned persons or entities, and modifications to compliance programs, which may increase compliance costs. Failure to implement changes may subject the company to fines, penalties and other sanctions.
However, as a result of the Omni Acquisition, we have no independent means of generating revenue or cash flow, and our ability to pay taxes and operating expenses, and to service our liabilities, is dependent upon the financial results and cash flows of Opco and its subsidiaries, along with the distributions we receive from Opco.
However, as a result of the 21 Omni Acquisition, we have no independent means of generating revenue or cash flow, and our ability to pay taxes and operating expenses, and to service our liabilities, is dependent upon the financial results and cash flows of Opco and its subsidiaries, along with the distributions we receive from Opco.
Thereby reducing the availability of our cash flow to fund our other business needs. We receive debt ratings from the major credit rating agencies in the U.S. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near‐term and long‐term production growth opportunities.
Thereby reducing the availability of our cash flow to fund our other business needs. We receive debt ratings from the major credit rating agencies in the U.S. Factors that may impact our credit ratings include debt levels, planned asset purchases or sales and near‐term and long‐term growth opportunities.
Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 per occurrence. We cannot guarantee that our self-insurance retention levels will not increase and/or that we may have to agree to more unfavorable policy terms as a result of market conditions, poor claims experience or other factors.
Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 thousand per occurrence. We cannot guarantee that our self-insurance retention levels will not increase and/or that we may have to agree to more unfavorable policy terms as a result of market conditions, poor claims experience or other factors.
Our business and operations could be negatively affected if we become subject to any securities litigation or from continued shareholder activism, which could cause us to incur significant expenses, hinder the execution of our business and 26 growth strategy, constrain our capital deployment opportunities, and impact the price of our common stock.
Our business and operations could be negatively affected if we become subject to any securities litigation or from continued shareholder activism, which could cause us to incur significant expenses, hinder the execution of our business and growth strategy, constrain our capital deployment opportunities, and impact the price of our common stock.
Furthermore, as technology improves, our customers may be able to find alternatives to our services for matching shipments with available freight hauling capacity. 32 Our information technology systems can also play an integral role in managing our internal freight and transportation information and creating additional revenue opportunities, including assessing available backhaul capacity.
Furthermore, as technology improves, our customers may be able to find alternatives to our services for matching shipments with available freight hauling capacity. Our information technology systems can also play an integral role in managing our internal freight and transportation information and creating additional revenue opportunities, including assessing available backhaul capacity.
During economic downturns and periods of low freight volume, we may also have to lower our base transportation rates based on competitive pricing pressures and market factors. • Some of our customers may face economic difficulties that affect their ability to pay us, and some may go out of business.
During economic downturns and periods of low freight volume, we may also have to lower our base transportation rates based on competitive pricing pressures and other market factors. • Some of our customers may face economic difficulties that affect their ability to pay us, and some may go out of business.
Our increased direct sales efforts through our Omni sales force to direct shippers and beneficial cargo owners could be viewed as a competitive threat by our current domestic forwarder customers. We are increasing our sales to direct shippers and beneficial cargo owners, which as a group are the primary customers of freight forwarders, 3PLs and other transportation intermediaries.
Our increased direct sales efforts through our sales force to direct shippers and beneficial cargo owners could be viewed as a competitive threat by our current domestic forwarder customers. We are increasing our sales to direct shippers and beneficial cargo owners, which as a group are the primary customers of freight forwarders, 3PLs and other transportation intermediaries.
In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. Our business is subject to cybersecurity risks. Our operations depend on effective and secure information technology systems.
In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future. 31 Our business is subject to cybersecurity risks. Our operations depend on effective and secure information technology systems.
Depending on future developments of global trade tensions, such regulations, rules or measures may have an adverse impact on the combined company’s business and operations, and it may incur significant legal liability and financial losses as a result.
Depending on future developments of global trade tensions, such regulations, rules or measures may have an adverse impact on the company’s business and operations, and it may incur significant legal liability and financial losses as a result.
If we do not comply with the terms of our debt instruments, they could be terminated and amounts thereunder could become due and payable. We cannot assure that we will be able to comply with all of the terms of our debt instruments, particularly the financial covenants.
If we do not comply with the terms of our debt instruments, they could be terminated and amounts thereunder could become due and payable. 30 We cannot assure that we will be able to comply with all of the terms of our debt instruments, particularly the financial covenants.
Public disclosure of certain CSA scores was restricted through the enactment of the Fixing America’s Surface Transportation Act of 2015 (the “FAST Act”) on December 4, 2015; however, the FAST Act does not restrict public disclosure of all data collected by the FMCSA.
Public disclosure of certain CSA scores was restricted through the enactment of the Fixing America’s Surface Transportation Act of 2015 (the “FAST Act”) on December 4, 2015; however, the FAST Act does not restrict public disclosure of all data collected 34 by the FMCSA.
In periods of rapid change, it is more difficult to match our staffing levels to our business needs. • If the domestic freight forwarder, Expedited Freight’s primary customer type, is disintermediated, and we are not able to transition effectively into servicing other customers, like third-party logistics companies and beneficial cargo owners, our business and financial results could be materially adversely affected. 19 Inflation may increase our operating expenses and lower profitability.
In periods of rapid change, it is more difficult to match our staffing levels to our business needs. • If the domestic freight forwarder, Expedited Freight’s primary customer type, is disintermediated, and we are not able to transition effectively into servicing other customers, like third-party logistics companies and beneficial cargo owners, our business and financial results could be materially adversely affected. 18 Inflation may increase our operating expenses and lower profitability.
In addition, any increased direct sales efforts to direct shippers and beneficial cargo owners, as well as the potential acquisition of other businesses that may be perceived as competing more directly with our customers, could adversely affect our expenses, pricing, third-party relationships and revenues, particularly if such actions affect any of these key customers. 23 Our business is subject to seasonal trends.
In addition, any increased direct sales efforts to direct shippers and beneficial cargo owners, as well as the potential acquisition of other businesses that may be perceived as competing more directly with our customers, could adversely affect our expenses, pricing, third-party relationships and revenues, particularly if such actions affect any of these key customers. 24 Our business is subject to seasonal trends.
If we fail to comply with applicable environmental laws and regulations, we could be subject to substantial fines or penalties and to civil and criminal liability. 37 In addition, as societal concerns regarding climate change and carbon emissions become more prevalent, federal and local governments and our customers are taking action in response.
If we fail to comply with applicable environmental laws and regulations, we could be subject to substantial fines or penalties and to civil and criminal liability. 35 In addition, as societal concerns regarding climate change and carbon emissions become more prevalent, federal and local governments and our customers are taking action in response.
In our LTL business, these decreases typically reduce the average revenue per pound of freight, as carriers use price concession to compete for loads to maintain truck productivity. • Our base transportation rates are determined based on numerous factors such as length of haul, weight per shipment and freight class.
In our LTL business, these decreases typically reduce the average revenue per pound of freight, as carriers use price concessions to compete for loads to maintain truck productivity. • Our base transportation rates are determined based on numerous factors such as length of haul, weight per shipment and freight class.
The segments of the freight transportation and supply chain industries in which we participate are highly competitive, very fragmented and historically have few barriers to entry. We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers.
The markets of the freight transportation and supply chain industries in which we participate are highly competitive, very fragmented and historically have few barriers to entry. We compete with a large number of other asset-light logistics companies, asset-based carriers, integrated logistics companies, and third-party freight brokers.
In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board will consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis.
In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board continues to consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis.
If our customers experience slowdowns or closures because they are unable to negotiate labor contracts, our revenue and profitability could be negatively impacted. 24 We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.
If our customers experience slowdowns or closures because they are unable to negotiate labor contracts, our revenue and profitability could be negatively impacted. 25 We have recorded impairment charges in current and past periods and may record additional impairment charges in future periods.
We operate in highly competitive and fragmented segments of our industry, and our business will suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our results of operations, growth prospects and profitability.
We operate in highly competitive and fragmented markets of our industry, and our business will suffer if we are unable to adequately address downward pricing pressures and other factors that may adversely affect our results of operations, growth prospects and profitability.
Violation of laws or regulations may result in increased liabilities including penalties and fines as well as reputational harm. We may be subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if it violates such controls.
Violation of laws or regulations may result in increased liabilities including penalties and fines as well as reputational harm. We may be subject to governmental export and import controls that could impair our ability to compete in international markets and subject us to liability if we violate such controls.
Risks Relating to Our Business and Operations Overall economic conditions that reduce freight volumes could have a material adverse impact on our operating results and ability to achieve growth. We are sensitive to changes in overall economic conditions that impact customer shipping volumes, industry freight demand and industry truck capacity.
Risks Relating to Our Business and Operations Overall economic conditions that reduce freight volumes could have a material adverse impact on our operating results and ability to achieve growth. We are sensitive to economic conditions, in particular, those that impact customer shipping volumes, industry freight demand and industry truck capacity.
However, we have no assurance that our employees will not unionize in the future, which could increase our operating costs and force us to alter our operating methods. This could have a material adverse effect on our operating results. 38 Our charter and bylaws and provisions of Tennessee law could discourage or prevent a takeover that may be considered favorable.
However, we have no assurance that our employees will not unionize in the future, which could increase our operating costs and force us to alter our operating methods. This could have a material adverse effect on our operating results. 36 Our charter and bylaws and provisions of Delaware law could discourage or prevent a takeover that may be considered favorable.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt. Our ability to make scheduled payments of the principal of, to pay interest on, and to refinance our debt, depends on our future performance, which is subject to economic, financial, competitive and other factors.
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt when it matures. Our ability to make scheduled payments of the principal of, and to refinance, our debt, depends on our future performance, which is subject to economic, financial, competitive and other factors.
Each acquisition has numerous risks including: • difficulty in integrating the operations and personnel of the acquired company; • unanticipated costs to support new business lines or separate legal entities; • disruption of our ongoing business, distraction of our management and employees from other opportunities and responsibilities due to integration issues; • additional indebtedness or the issuance of additional equity to finance future acquisitions, which could be dilutive to our shareholders; • inability to access capital markets on acceptable terms or at all; • potential loss of key customers or employees of acquired companies along with the risk of unionization of employees; • pricing pressure resulting from differing customer pricing practices of the acquired company or varying pricing dynamics in the acquired company's market; • inability to achieve the financial and strategic goals for the acquired and combined businesses; • potential impairment of tangible and intangible assets and goodwill acquired as a result of acquisitions; and • potential failure of the due diligence processes to identify significant issues with legal and financial liabilities and contingencies, among other things. 28 The timing and number of acquisitions we pursue may also cause volatility in our financial results.
Each acquisition has numerous risks including: • difficulty in integrating the operations and personnel of the acquired company; • unanticipated costs to support new business lines or separate legal entities; • disruption of our ongoing business, distraction of our management and employees from other opportunities and responsibilities due to integration issues; 29 • additional indebtedness or the issuance of additional equity to finance future acquisitions, which could be dilutive to our shareholders; • inability to access capital markets on acceptable terms or at all; • potential loss of key customers or employees of acquired companies along with the risk of unionization of employees; • pricing pressure resulting from differing customer pricing practices of the acquired company or varying pricing dynamics in the acquired company's market; • inability to achieve the financial and strategic goals for the acquired and combined businesses; • potential impairment of tangible and intangible assets and goodwill acquired as a result of acquisitions; and • potential failure of the due diligence processes to identify significant issues with legal and financial liabilities and contingencies, among other things.
Deterioration in the economic environment subjects our business to various risks, including the following that may have a material and adverse impact on our operating results and cause us not to maintain previously achieved or projected levels of profitability or achieve growth: • A reduction in overall freight volumes reduces our revenues and opportunities for growth.
Additionally, deterioration in the economic environment or the occurrence of a large-scale economic event subjects our business to various risks, including the following that may have a material and adverse impact on our operating results and cause us not to maintain previously achieved or projected levels of profitability or achieve growth: • A reduction in overall freight volumes reduces our revenues and opportunities for growth.
If such measurement indicates impairment, we would be required to record a non-cash impairment charge to our consolidated statement of comprehensive income in the amount that the carrying value of these assets exceeds the estimated fair value of the assets. We also have $522,712 of goodwill on our consolidated balance sheet at December 31, 2024.
If such measurement indicates impairment, we would be required to record a non-cash impairment charge to our consolidated statement of operations and comprehensive (loss) income in the amount that the carrying value of these assets exceeds the estimated fair value of the assets. We also have $522,712 of goodwill on our consolidated balance sheet at December 31, 2025.
Over time we have been able to mitigate the impact of the fluctuations through fuel surcharge programs. Our fuel surcharge rates are set weekly based on the national average for fuel prices as published by the U.S. Department of Energy and our fuel surcharge table.
We have historically been able to mitigate the impact of these fluctuations through fuel surcharge programs. Our fuel surcharge rates are set weekly based on the national average for fuel prices as published by the U.S. Department of Energy and our fuel surcharge table.
Risks Relating to Omni Acquisition Our Up-C structure places significant limitations on our cash flow because our principal asset is our interest in Opco, and, accordingly, we depend on distributions from Opco to pay our taxes and expenses, including payments under the Tax Receivable Agreement.
Our Up-C structure places significant limitations on our cash flow because our principal asset is our interest in Opco, and, accordingly, we depend on distributions from Opco to pay our taxes and expenses, including payments under the Tax Receivable Agreement.
While no customer accounted for more than 10% of consolidated revenues for the calendar year ended December 31, 2024, our top ten customers, based on revenue, accounted for approxim ately 24% of our re venue.
While no customer accounted for more than 10% of consolidated revenues for the calendar year ended December 31, 2025, our top ten customers, based on revenue, accounted for approxim ately 26% of our re venue.
Our charter and bylaws and provisions of Tennessee law may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices for our Common Stock and also could limit the price that investors are willing to pay in the future for shares of our Common Stock. 39 Item 1B. Unresolved Staff Comments None . 40
Our charter and bylaws and provisions of the DGCL may discourage transactions that otherwise could provide for the payment of a premium over prevailing market prices for our common stock and also could limit the price that investors are willing to pay in the future for shares of our common stock. Item 1B. Unresolved Staff Comments None . 37
If we are unable to remediate this material weakness, or identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
If we identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and stock price.
Personnel costs, one of our largest expense items, is highly variable as we must staff to meet uncertain short-term demand that may not align with long-term trends. As a result, short-term operating results could be disproportionately affected due to uncertainties with our customer requirements and the challenges of staffing appropriately.
Our success depends on receiving continuous orders from our customers. Personnel costs, one of our largest expense items, is highly variable as we must staff to meet uncertain short-term demand that may not align with long-term trends. As a result, short-term operating results could be disproportionately affected due to uncertainties with our customer requirements and the challenges of staffing appropriately.
The restrictions placed on us include maintenance of a consolidated first lien net leverage ratio and limitations on our ability to incur certain secured debt, enter into certain sale and lease‐back transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
The restrictions placed on us include maintenance of a consolidated first lien net leverage ratio, which will incrementally decrease quarterly during 2026, and limitations on our ability to incur certain secured debt, enter into certain sale and lease‐back transactions and consolidate, merge, sell or otherwise dispose of all or substantially all of our assets.
Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us up to $10,000 (in thousands): Risk Retention Frequency Layer Policy Term Expedited Freight LTL business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2024 to 10/1/2025 Truckload business $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2024 to 10/1/2025 LTL, Truckload and Intermodal businesses $ 5,000 Policy Term Aggregate² $5,000 to $10,000 10/1/2024 to 10/1/2025 Intermodal $ 1,000 Occurrence/Accident¹ $0 to $1,000 10/1/2024 to 10/1/2025 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. 35 Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $100 deductible per occurrence for our brokered services.
Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us up to $10,000 (in thousands): Risk Retention Frequency Layer Policy Term $ 5,000 Occurrence/Accident¹ $0 to $5,000 10/1/2025 to 10/1/2026 $ 5,000 Policy Term Aggregate 2 $5,000 to $20,000 10/1/2025 to 10/1/2028 ¹ For each and every accident/incident, the Company is responsible for damages and defense up to these amounts, regardless of the number of claims associated with any accident/incident. ² During the Policy Term, the Company is responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Company Risk Retention before insurance will contribute. 33 Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $25 thousand deductible per occurrence for our brokered services.
In addition, competitors may pursue other strategies to gain a competitive advantage such as developing superior information technology systems or establishing cooperative relationships to increase their ability to address customer needs. The development of new information technology systems or business models could result in our disintermediation in certain businesses, such as freight brokerage. Furthermore, the transportation industry continues to consolidate.
In addition, competitors may pursue other strategies to gain a competitive advantage such as developing superior information technology systems, including artificial intelligence applications, or establishing cooperative relationships to increase their ability to address customer needs. The development of new information technology systems or business models could result in our disintermediation in certain businesses, such as freight brokerage.
Threats to information technology systems, including as a result of cyber-attacks and he increased adoption of artificial intelligence technologies continues to grow.
Threats to information technology systems, including as a result of cyber-attacks and the increased adoption of artificial intelligence technologies continue to grow.
In the event that we do not realize the anticipated benefits of an acquisition or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
The timing and number of acquisitions we pursue may also cause volatility in our financial results. In the event that we do not realize the anticipated benefits of an acquisition or if the acquired business is not successfully integrated, there could be a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
We have $999,216 of net definite-lived intangible assets on our consolidated balance sheet at December 31, 2024, which significantly increased as a result of the Omni Acquisition. Our definite-lived intangible assets primarily represent the value of customer relationships, non-compete agreements, and trade names that were recorded in conjunction with our various acquisitions.
We have $906,791 of net definite-lived intangible assets on our consolidated balance sheet at December 31, 2025, which significantly increased as a result of the Omni Acquisition. Our definite-lived intangible assets primarily represent the value of customer relationships and trade names that were recorded in conjunction with our various acquisitions.
The instruments governing our indebtedness contain certain covenants imposing restrictions on our business. These restrictions may aff ect our ability to operate our business, to plan for, or react to, changes in the market conditions or our capital needs and may limit our ability to take advantage of potential business opportunities as they arise.
These restrictions may aff ect our ability to operate our business, to plan for, or react to, changes in the market conditions or our capital needs and may limit our ability to take advantage of potential business opportunities as they arise.
Our products and services are directly tied to the production and sale of goods. Should we experience a slowdown or reduced demand for our services due to a pandemic, such as COVID-19, we would anticipate a similar impact on our business.
Our products and services are directly tied to the production and sale of goods. Should we experience a slowdown or reduced demand for our services due to a pandemic, epidemic or similar outbreak or public health event, we would anticipate a similar impact on our business.
Among other things, these provisions: • authorize us to issue preferred stock, the terms of which may be determined at the sole discretion of the Board and may adversely affect the voting or economic rights of our shareholders; and • establish advance notice requirements for nominations for election to the Board and for proposing matters that can be acted on by shareholders at a meeting.
In addition, our Certificate of Incorporation and Bylaws contain provisions that may make the acquisition of the Company more difficult, including the following: • authorize us to issue preferred stock, the terms of which may be determined at the sole discretion of the Board and may adversely affect the voting or economic rights of our shareholders; and • establish advance notice requirements for nominations for election to the Board and for proposing matters that can be acted on by shareholders at a meeting.
In addition, there may be changes in applicable federal or state tax or other laws or interpretations of those laws. If this happens, we may incur additional taxe s, as well as higher workers’ compensation and employee benefit costs, and possibly penalties and interest for prior periods. This could have an adverse effect on our results of operations.
If this happens, we may incur additional taxe s, as well as higher workers’ compensation and employee benefit costs, and possibly penalties and interest for prior periods. This could have an adverse effect on our results of operations.
In addition, the loss of key personnel could diminish the anticipated benefits of the Omni Acquisition. If key employees depart, the integration of the companies may be more difficult and our business following the Omni Acquisition may be harmed.
If key employees depart, the integration of the companies may be more difficult and our business following the Omni Acquisition may be harmed.
Leadership transitions can be inherently difficult to manage, particularly when there is more than one transition occurring within the senior management team within a fiscal year, and an inadequate transition may cause disruption to our business due to, among other things, diverting management’s attention away from the Company’s financial and operational goals or causing a deterioration in morale.
Leadership transitions can be inherently difficult to manage and an inadequate transition may cause disruption to our business due to, among other things, diverting management’s attention away from the Company’s financial and operational goals or causing a deterioration in morale among key personnel.
If we are unable to increase our prices sufficiently to offset increasing expenses, then inflation could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows. Volatility in fuel prices, shortages of fuel or the ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability.
With increasing costs, we may have to increase our prices to maintain the same level of profitability. If we are unable to increase our prices sufficiently to offset increasing expenses, then inflation could have a material adverse effect on our financial condition, results of operations, liquidity and cash flows.
If the carrying value of the reporting unit exceeded the estimated fair value of the reporting unit, we would be required to record a non-cash impairment charge calculated as the amount by which the carrying value exceeds the reporting units estimated fair value. In 2024, the Omni Logistics segment’s fair value was determined to be less than its carrying value.
If the carrying value of the reporting unit exceeded the estimated fair value of the reporting unit, we would be required to record a non-cash impairment charge calculated as the amount by which the carrying value exceeds the reporting unit's estimated fair value.
In addition, at times the attention of certain members of management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt our business.
Moreover, at times, the attention of certain members of management and resources may be focused on the continued transformation of our business and diverted from day-to-day business operations or other opportunities which may have been beneficial to us, which may disrupt our operations.
Any downgrade in our credit rating or the ratings of our indebtedness, or adverse conditions in the debt capital markets, could: • adversely affect the trading price of, or market for, our debt securities; • increase interest expense under our facilities; • Increase the cost of, and adversely affect our ability to refinance, our existing debt; and • adversely affect our ability to raise additional debt. 31 The instruments governing our indebtedness impose certain restrictions on our business.
Any downgrade in our credit rating or the ratings of our indebtedness, or adverse conditions in the debt capital markets, could: • adversely affect the trading price of, or market for, our debt securities; • adversely affect our ability to refinance our existing debt; and • adversely affect our ability to raise additional debt.
We and our Leased Capacity Providers and ISPs ma y face difficulty in purchasing new equipment due to decreased supply or increased costs. Investment in new equipment is a significant part of our annual capital expenditures and we require an available supply of tractors, trailers, and other freight handling equipment from manufacturers to operate and grow our business.
Investment in new equipment is a significant part of our annual capital expenditures, and we require an available supply of tractors, trailers, and other freight handling equipment from manufacturers to operate and grow our business.
Furthermore, any failure to comply with data privacy, security or other laws and regulations could result in claims, legal or regulatory proceedings, inquires or investigations.
Furthermore, any failure to comply with data privacy, security or other laws and regulations or failures to detect and disclosure the occurrence of a cybersecurity event could result in a loss of customers, claims, legal or regulatory proceedings, inquires or investigations.
As a result, we cannot guarantee that our current customers will continue to utilize our services or that they will continue at the same levels. Our success depends on receiving continuous orders from our customers.
As a result, w e cannot guarantee that our current customers will continue to utilize our services or that they will continue at the same levels.
These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new equipment, which could have a material adverse effect on our business, financial condition, and results of operations, particularly our mai ntenance expense, mil eage productivity, and driver retention. 27 Because our Intermodal business depends heavily on freight transiting seaports and railheads, our operating results and financial condition are likely to be adversely affected by any reduction or deterioration in service at seaports or railheads.
These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new equipment, which could have a material adverse effect on our business, financial condition, and results of operations, particularly our mai ntenance expense, mil eage productivity, and driver retention.
While we have not incurred material losses with respect to this litigation in the past, we may be subject to material claims in the future. We operate in a regulated industry, and increased costs of compliance with, or liability for violation of, existing or future regulations and enforcement could have a material adverse effect on our business.
We operate in a regulated industry, and increased costs of compliance with, or liability for violation of, existing or future regulations and enforcement could have a material adverse effect on our business.
Further, the price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism. In addition, shareholder activism may constrain our capital deployment opportunities and may limit the types of investments that are available to us.
Further, the price of our common stock could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and shareholder activism.
Changes in U.S. or international trade policy could lead to “trade wars” impacting the volume of economic activity domestically or internationally, and as a result, trucking freight volumes may be materially reduced. Such a reduction may materially and adversely affect our business. The U.S. has recently enacted and proposed to enact significant new tariffs.
Changes in U.S. or international trade policy impact the volume of economic activity domestically and internationally, and as a result, trucking freight volumes may be materially reduced. Such reductions may materially and adversely affect our business.
Our failure to implement and maintain effective internal control over financial reporting, whether or whether not related to the Omni Acquisition, could result in errors in our consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our periodic reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.
Our failure to implement and maintain effective internal control over financial reporting, could result in errors in our consolidated financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our periodic reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock. 23 Delays, costs, and disruptions that result from upgrading and maintaining the security of our information and technology networks and systems could materially and adversely affect us.
Moreover, should we fail to develop and properly manage future intellectual property, this could adversely affect our market positions and business opportunities. 34 Risks Relating to Regulatory Environment A determination by regulators that our Leased Capacity Providers or third-party motor carriers are employees rather than independent contractors could expose us to various liabilities and additional ongoing expenses, and related litigation could subject us to substantial costs, which could have a material adverse effect on our results of operations and our financial condition.
For more information about our cybersecurity oversight, see “Item 1C, Cybersecurity”. 32 Risks Relating to Regulatory Environment A determination by regulators that our Leased Capacity Providers or third-party motor carriers are employees rather than independent contractors could expose us to various liabilities and additional ongoing expenses, and related litigation could subject us to substantial costs, which could have a material adverse effect on our results of operations and our financial condition.
The payments under the Tax Receivable Agreement are not conditioned on the exchanging holders of Opco units or other Omni Holders continuing to hold ownership interests in us. Risks Relating to our Indebtedness Our substantial indebtedness, could adversely affect our financial health and our ability to execute our business strategy.
The payments under the Tax Receivable Agreement are not conditioned on the exchanging holders of Opco units or other Omni Holders continuing to hold ownership interests in us.
The transportation and supply chain industries are subject to legislative and regulatory changes that can affect 36 the economics of our business by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services.
The transportation and supply chain industries are subject to legislative and regulatory changes that can affect the economics of our business by requiring changes in operating practices or influencing the demand for, and the cost of providing, transportation services. The FMCSA established the CSA motor carrier oversight program under which drivers and fleets are evaluated based on certain safety-related standards.
Additionally, our Canada business activities are subject to the similar laws and regulations of Canada and its provinces, including the effects of the United States-Mexico-Canada Agreement, a trade agreement between the United States, Mexico and Canada If we are found to be out of compliance with any applicable regulations, our licenses may be revoked, or we could be subject to substantial fines or penalties and to civil and criminal liability.
If we are found to be out of compliance with any applicable regulations, our licenses may be revoked, or we could be subject to substantial fines or penalties and to civil and criminal liability.
Most of our operating expenses are sensitive to increases in inflation, including equipment prices, real property rental costs, fuel costs, insurance costs, employee wages and purchased transportation.
Most of our operating expenses are sensitive to increases in inflation, including equipment prices, real property rental costs, fuel costs, insurance costs, employee wages and purchased transportation. Inflation may generally increase our costs for materials, supplies, services and capital. With increasing costs, we may have to increase our prices to maintain the same level of profitability.
Any inability to pay tax or other liabilities or to fund our operations could have a material and adverse effect on our business, results of operations, financial condition and prospects.
Any inability to pay tax or other liabilities or to fund our operations could have a material and adverse effect on our business, results of operations, financial condition and prospects. We will be required to pay Omni Holders for certain tax savings we may realize, and we expect that the payments we will be required to make may be substantial.
As a result of consolidation, our competitors may increase their market share and improve their financial capacity, and may strengthen their competitive positions relative to ours. Business combinations could also result in competitors providing a wider variety of services at competitive prices, which could adversely affect our financial performance.
Business combinations could also result in competitors providing a wider variety of services at competitive prices, which could adversely affect our financial performance.
For example, in December 2020, we detected a ransomware incident (the “Ransomware Incident”) impacting our operational and information technology systems, which caused service delays for our customers. If another cybersecurity event occurs, such as the Ransomware Incident, it could harm our business and reputation and could result in a loss of customers.
A ransomware incident or similar breach targeting impacting our operational and information technology systems may cause service delays for our customers. If a cybersecurity event occurs, it could harm our business and reputation and could result in a loss of customers.
Additionally, customers or third parties upon whom we rely on face similar threats, which could directly or indirectly impact our business and operations. The occurrence of a cyber-incident or attack could have a material adverse effect on our business, financial condition and results of operations.
The occurrence of a cyber-incident or attack could have a material adverse effect on our business, financial condition and results of operations.
Additionally, our ability to obtain and maintain adequate insurance and the cost of such insurance may be affected by significant claims and conditions in the insurance market over which we have no control. Historically, the trucking industry has experienced significant increases in the cost of liability insurance and in the median verdict of trucking accidents.
Because of these significant self-insured exposures, insurance and claims expense may fluctuate significantly from period to period. Additionally, our ability to obtain and maintain adequate insurance and the cost of such insurance may be affected by significant claims and conditions in the insurance market over which we have no control.
These competitive pressures may cause a decrease in our volume of freight, require us to lower the prices we charge for our services and adversely affect our results of operations, growth prospects and profitability. 25 Difficulty in forecasting timing or volumes of customer shipments could adversely impact our margins and operating results and lead to difficulties in predicting liquidity.
These competitive pressures may cause a decrease in our volume of freight, require us to lower the prices we charge for our services and adversely affect our results of operations, growth prospects and profitability. 26 Our international operations subject us to operational and financial risks.
If the cost of insurance increases, we may decide to discontinue certain insurance coverage, reduce our level of coverage or increase our deductibles/retentions to offset the cost increase. In addition, our existing types and levels of insurance coverage could become difficult or impossible to obtain in the future.
In addition, our existing types and levels of insurance coverage could become difficult or impossible to obtain in the future.
This difficulty may also impede our ability to maintain our delivery schedules, which could make our service less competitive and curtailing our planned growth.
This difficulty may also impede our ability to maintain our delivery schedules, which could make our service less competitive and curtailing our planned growth. A capacity deficit may lead to a decline in the volume of freight we receive from customers or a loss of customers.
As with Leased Capacity Providers, competition for third-party motor carriers is intense, and sometimes there are shortages of available third-party motor carriers. If we cannot secure a sufficient number of Leased Capacity Providers and have to purchase transportation from third-party carriers, our operating costs will increase.
To augment the transportation capacity provided by Leased Capacity Providers, we purchase transportation from other third-party motor carriers, typically at a higher cost. As with Leased Capacity Providers, competition for third-party motor carriers is intense, and sometimes there are shortages of available third-party motor carriers.
Our Intermodal business provides first- and last-mile high value container drayage services to and from seaports and railheads. Consequently, our ability to continue to expand our Intermodal transportation business is dependent upon the seaports and railheads’ capacit y to handle Intermodal freight.
Consequently, our ability to continue to expand our Intermodal transportation business is dependent upon the seaports and railheads’ capacity to handle Intermodal freight.
Efforts to enforce our intellectual property rights may be time-consuming and costly, distract management’s attention and divert our resources, and ultimately be unsuccessful.
Efforts to enforce our intellectual property rights may be time-consuming and costly, distract management’s attention and divert our resources, and ultimately be unsuccessful. Moreover, should we fail to develop and properly manage future intellectual property, this could adversely affect our market positions and business opportunities.
If certain of our suppliers were to seek to terminate or modify an arrangement with us, then we may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all. 29 Prior to the Omni Acquisition, Omni was privately-held, and the transition to being a part of a public company, along with our combined ability to manage our expanded business, may require significant resources and management attention.
If certain of our suppliers were to seek to terminate or modify an arrangement with us, then we may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all. Concentration of ownership may limit your ability to influence corporate matters.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Board has delegated to the Audit Committee the responsibility for monitoring and overseeing our cybersecurity and other information technology risks, controls, strategies and procedures. • Audit Committee: The Audit Committee is responsible for monitoring the effectiveness of our information system controls and security, including a periodic review of our cybersecurity and other information technology risks, controls, initiatives and action plans. • Chief Information Security Officer (CISO): Casey O’Malley is our CISO and is responsible for the day-to-day management of the cybersecurity program.
Biggest changeThe Board has delegated to the Audit Committee the responsibility for monitoring and overseeing our cybersecurity and other information technology risks, controls, strategies and procedures. • Audit Committee: The Audit Committee is responsible for monitoring the effectiveness of our information system controls and security, including a periodic review of our cybersecurity and other information technology risks, controls, initiatives and action plans. • Information Security Governance Team: The Information Security Governance Team is comprised of senior executives who oversee the development and implementation our cybersecurity strategy. • Chief Information Security Officer (CISO): The CISO is responsible for the day-to-day management of our cybersecurity program. • Incident Response Team: The Incident Response Team is responsible investigating potential cyber incidents and for responding to and recovering from any actual cyberattacks.
Key to this approach is to broadly assess the potential impact of cybersecurity incidents on business operations and financial stability as well as any legal and regulatory requirements regarding cybersecurity. • Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion detection and prevention systems, encryption, multi-factor authentication, privileged access management least privileged access controls, secure coding practices and other security controls, which are regularly evaluated and improved through vulnerability assessments and penetration testing designed to identify weaknesses in our systems and networks. • Incident Response and Recovery Planning: We have a dedicated Incident Response Team dedicated to responding to and recovering from cybersecurity incidents. • Third-Party Risk Management: We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including our vendors who handle our data and systems through due diligence and vendor assessments. • Education and Awareness: We provide regular, training for all employees and contractors, which is designed to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Key to this approach is to broadly assess the potential impact of cybersecurity incidents on business operations and financial stability as well as any legal and regulatory requirements regarding cybersecurity. • Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion detection and prevention systems, encryption, multi-factor authentication, privileged access management least privileged access controls, secure coding practices and other security controls, which are regularly evaluated and improved through vulnerability assessments and penetration testing designed to identify weaknesses in our systems and networks. • Incident Response and Recovery Planning: We have a dedicated Incident Response Team dedicated to responding to cybersecurity incidents. • Third-Party Risk Management: We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including our vendors who handle our data and systems through due diligence and vendor assessments. • Education and Awareness: We provide regular training for all employees and contractors, which is designed to equip our personnel with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
The program includes the following key areas: • Governance: As discussed in more detail under the heading “Governance,” the Board delegated oversight of cybersecurity risk management to the Audit Committee, which regularly interacts with our Chief Information Security Officer (“CISO”), other members of management and relevant management committees and councils, including the Information Security Governance team and the Cybersecurity Risk Management team. • Collaborative Approach: We have implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also continuously improving our cybersecurity program and maintaining a strong cybersecurity posture.
The program includes the following key areas: • Governance: As discussed in more detail under the heading “Governance,” the Board delegated oversight of cybersecurity risk management to the Audit Committee, which regularly interacts with our Chief Information Officer (“CIO”), Chief Information Security Officer (“CISO”), other members of management and relevant management committees and councils, including the Information Security Governance team. • Collaborative Approach: We have implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also continuously improving our cybersecurity program and maintaining a strong cybersecurity posture.
We regularly identify and assess cybersecurity risks through a comprehensive program that includes: • Vulnerability assessments and penetration testing: We conduct regular vulnerability assessments and penetration testing to identify and address weaknesses in our systems and networks. • Threat intelligence: We subscribe to threat intelligence feeds and maintain relationships with security partners to stay informed about emerging cyber threats. • Third-party risk assessments: We engage various outside consultants, including contractors, assessors, auditors, outside attorneys and other third parties to assist us in identifying, assessing and managing cybersecurity risks.
Risk Management and Strategy We regularly identify and assess cybersecurity risks by applying our cybersecurity risk management program processes, including: • Vulnerability assessments and penetration testing: We conduct regular vulnerability assessments and penetration testing to identify and address weaknesses in our systems and networks. • Threat intelligence: We subscribe to threat intelligence feeds and maintain relationships with security partners to stay informed about emerging cyber threats. • Third-party risk assessments: We engage various outside consultants, including contractors, assessors, auditors, outside attorneys and other third parties to assist us in identifying, assessing and managing cybersecurity risks.
Cybersecurity Risk Management and Strategy Our cybersecurity program is focused on protecting critical assets, including data, systems and applications; minimizing the impact of cyberattacks; understanding and preparing for the evolving threat landscape and complying with applicable law.
This disclosure outlines our cybersecurity risk management approach, strategy, and governance structure. Our cybersecurity risk management program is focused on protecting critical assets, including data, systems and applications; minimizing the impact of cyberattacks; understanding and preparing for the evolving threat landscape and complying with applicable law.
We conduct initial and regular due diligence on third-party vendors who handle our data and systems. • Business impact analysis: We regularly assess the potential impact of cyberattacks on our business operations and financial stability. • Legal and regulatory risk assessment: We assess the legal and regulatory risks associated with cybersecurity incidents and ensure compliance with applicable laws and regulations. 41 Governance As discussed above, our cybersecurity governance structure is integrated into several facets of us, which include: • Board of Directors: The Board has ultimate oversight responsibility for cybersecurity.
We conduct initial and regular due diligence on third-party vendors who handle our data and systems. • Business impact analysis: We regularly assess the potential impact of cyberattacks on our business operations and financial stability. • Legal and regulatory risk assessment: We assess the legal and regulatory risks associated with cybersecurity incidents and ensure compliance with applicable laws and regulations. 38 Governance Our cybersecurity governance facilitates coordination between the necessary cybersecurity risk assessment and response personnel, including: • Board of Directors: The Board has ultimate oversight responsibility for our cybersecurity risk management program.
In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on protecting our security and the information that we collect as well as proactively identifying and preventing cybersecurity threats.
The Board and the Audit Committee of the Board (“Audit Committee”) are actively involved in oversight of our cybersecurity risk management program. We seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on protecting our security and the information that we collect as well as proactively identifying and preventing cybersecurity threats.
The management team reports to the Board on cyber risk quarterly.
The Information Security Governance Team reports to the Board on cybersecurity risk quarterly.
Removed
This disclosure outlines our cybersecurity risk management approach, strategy, and governance structure. The Board and the Audit Committee of the Board (“Audit Committee”) are actively involved in oversight of our cybersecurity risk management.
Added
While we have not experienced any material cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, as of the date of this Annual Report on Form 10-K, there can be no guarantee that we will not be the subject of future threats or incidents.
Removed
Casey has had a distinguished career holding IT leadership positions since 2015 and has been employed in the cybersecurity field since 2001. • Information Security Governance: The Information Security Governance team is comprised of our senior executives and oversees the development and implementation of the cybersecurity strategy. • Cybersecurity Risk Management Team: The Cybersecurity Risk Management Team is responsible for identifying, assessing, and mitigating cybersecurity risks. • Incident Response Team: The Incident Response Team is responsible for responding to and recovering from cyberattacks.
Added
Additional information on cybersecurity risks we face can be found in Item 1A, Risk Factors, which should be read in conjunction with the foregoing information. 39
Removed
The management team is required to update the Board immediately once a material breach occurs. The Board is provided timely updates until the incident is considered resolved.
Removed
Management evaluates cyber incidents based on their materiality, considering factors such as: • Financial impact: Potential losses in revenue, profits, or assets. • Reputational damage: Impact on our brand image and customer trust. • Regulatory compliance concerns: Potential violations of data privacy regulations or other legal requirements. • Operational disruption: Impact on business continuity and ability to deliver services.
Removed
Based on the materiality assessment, we determine the appropriate disclosure to regulatory agencies, stakeholders, and the public, ensuring transparency and minimizing potential harm. 42

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur principal facilities as of December 31, 2024 were as follows: Location Segment Approximate Square Feet Number of Dock Doors United States Atlanta, GA Expedited Freight 152,000 118 Chicago, IL Expedited Freight 125,000 111 Columbus, OH Expedited Freight 386,000 210 Dallas, TX Expedited Freight 223,000 134 Euless, TX 1 Omni Logistics 367,000 87 Los Angeles, CA 1 Expedited Freight 300,000 101 Pico Rivera, CA 1 Omni Logistics 203,000 38 South Brunswick, NJ 1 Omni Logistics 294,000 37 International Hong Kong, China 1 Omni Logistics 360,000 14 Taipei, Taiwan 1 Omni Logistics 432,000 40 1 Leased facilities In addition to our owned and leased facilities, we partner with independent agents in 38 cities where the agents handle the freight for us on a commission basis.
Biggest changeOur principal facilities as of December 31, 2025 were as follows: Location Segment Approximate Square Feet Number of Dock Doors United States Atlanta, GA Expedited Freight 152,000 118 Chicago, IL 2 Expedited Freight 378,000 185 Columbus, OH Expedited Freight 386,000 210 Dallas, TX Expedited Freight 223,000 134 Euless, TX 1 Omni Logistics 367,000 87 Los Angeles, CA Expedited Freight 300,000 101 Pico Rivera, CA 1 Omni Logistics 203,000 38 South Brunswick, NJ 1 Omni Logistics 294,000 37 International Hong Kong, China 1 Omni Logistics 1,211,921 28 Taipei, Taiwan 1 Omni Logistics 895,539 34 Singapore, Singapore 1 Omni Logistics 207,133 48 1 Leased facilities 2 Two building-campus (one owned / one leased) In addition to our owned and leased facilities, we partner with independent agents in 38 cities where the agents handle the freight for us on a commission basis.
Item 2. Properties Our corporate headquarters are in Greenville, TN. We also have administrative offices in Atlanta, GA, Columbus, OH and Dallas, TX. As of December 31, 2024, we owned 6 of our 259 total properties and leased 253. We consider each of our facilities to be in good condition and adequate for its present use.
Item 2. Properties Our corporate headquarters are in Dallas, TX. We also have administrative offices in Atlanta, GA, Columbus, OH and Greenville, TN. As of December 31, 2025, we owned 6 of our 246 total properties and leased 240. We consider each of our facilities to be in good condition and adequate for its present use.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeLike the earlier complaints, the Second Amended Complaint challenges the directors’ determination not to subject the Omni Acquisition to a shareholder vote and alleges that, in so doing, the Company and certain of its current and former directors violated Tennessee corporate law.
Biggest changeLike the earlier Shareholder Complaint (and subsequent amendment), the Second Amended Complaint challenges the directors’ determination not to subject the Omni Acquisition to a shareholder vote and alleges that, in so doing, the Company and certain of its now former directors (collectively, “Defendants,” and together with Plaintiffs, the “Parties”) violated Tennessee corporate law.
The Shareholder Complaint alleges, among other things, that the Company’s shareholders had the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transaction until a shareholder vote was held.
The Shareholder Complaint alleges, among other things, that the Company’s shareholders had the right to vote on certain transactions contemplated by the Merger Agreement and sought an injunction against the consummation of the transactions until a shareholder vote was held.
On May 2, 2024, Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief. Upon receiving leave of the court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”).
On May 2, 2024, Original Plaintiff Michael Roberts, together with the Cambria County Employees Retirement System (together, “Plaintiffs”) filed a stipulation and proposed order seeking leave of court to file an amended class action complaint seeking damages, among other forms of relief. Upon receiving leave of court, on May 15, 2024, the Plaintiffs filed the amended complaint (“Second Amended Complaint”).
The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement but later dissolved it on October 25, 2023. Thereafter, the parties to the Amended Merger Agreement completed the Omni Acquisition.
The court initially granted a temporary restraining order enjoining the transactions contemplated by the Merger Agreement from closing but later dissolved it on October 25, 2023. Thereafter, the parties to the Amended Merger Agreement completed the Omni Acquisition.
The Second Amended Complaint further alleges that certain of the Company’s current and former directors breached their fiduciary duties to shareholders by depriving them of the right to vote on the Omni Acquisition. Thereafter, on June 14, 2024, defendants removed the case to the United States District Court for the Eastern District of Tennessee, Greeneville Division.
The Second Amended Complaint further alleges that certain of the Company’s now former directors breached their fiduciary duties to shareholders by depriving them of the right to vote on the Omni Acquisition. Thereafter, on June 14, 2024, Defendants removed the case to the United States District Court for the Eastern District of Tennessee (the “District Court”), Greeneville Division.
Item 3. Legal Proceedings On September 26, 2023, Rodney Bell, Michael A. Roberts and Theresa Woods, (collectively, the "Plaintiffs"), three of our shareholders, filed a complaint against the Company and certain of its directors and officers in the Third District Chancery Court sitting in Greeneville, Tennessee (the "Shareholder Complaint").
Item 3. Legal Proceedings On September 26, 2023, Rodney Bell, Michael A. Roberts and Theresa Woods (collectively, the “Original Plaintiffs”), three of our shareholders, filed a complaint against the Company and certain of its directors and officers in the Third District Chancery Court (the “Chancery Court”) sitting in Greeneville, Tennessee (the “Shareholder Complaint”).
Removed
Plaintiffs have filed a motion to remand the case to the Third District Chancer Court, and the federal court’s determination on plaintiffs’ motion remains pending. Defendants contest the merits of the Second Amended Complaint and are in the process of defending the matter. Item 4. Mine Safety Disclosures Not applicable. 43 Part II
Added
Plaintiffs filed a motion to remand the case to the Chancery Court, and on March 31, 2025, the District Court granted the motion and remanded the case back to the Chancery Court. On September 12, 2025, the Parties informed the Chancery Court that they had reached an agreement in principle to resolve the Action (the “Settlement”).
Added
The entire settlement amount will be funded by the Company's D&O insurers. In 40 exchange, the Plaintiffs and the class (as defined in the agreements memorializing the Settlement) will grant customary releases in favor of Defendants of all of their claims that were or could have been asserted in the Action. The Settlement remains subject to Chancery Court approval.
Added
By entering into the Settlement, the Defendants are in no way conceding or admitting liability for any of the claims that were or could have been asserted in the Action.
Added
The Defendants expressly have denied and continue to deny each and all of the claims asserted in the Action, and maintain that their conduct was at all times proper, in the best interests of the Company and its stockholders, and in compliance with applicable law.
Added
Nevertheless, Defendants have determined to enter into the Settlement solely to put the claims to rest, finally and forever, and to eliminate the uncertainty, risk, costs, and burdens inherent in any litigation, including the Action.
Added
From time to time, we are a party to other litigation incidental to and arising in the normal course of our business, most of which involves claims for personal injury and property damage related to the transportation and handling of freight, or workers’ compensation.
Added
We accrue for the estimated losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated.
Added
Based on the knowledge of the facts, we believe the resolution of such incidental claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our business, financial condition or results of operations.
Added
However, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold. For information regarding our legal proceedings, see Note 9, Commitments and Contingencies, in the Notes to our Consolidated Financial Statements set forth in this Annual Report on Form 10-K. Item 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sales of Securities Unregistered securities sold by the Company during the period covered by this report have been previously reported in a Current Report on Form 8-K.
Biggest changeUnregistered Sales of Securities We have not sold any equity securities during the year ended December 31, 2025 that were not previously disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K that was filed during the year.
The graph assumes a base investment of $100 made on December 31, 2019 and the respective returns assume reinvestment of all dividends. The comparisons in this graph are required by the SEC and, therefore, are not intended to forecast or necessarily be indicative of any future return on our Common Stock.
The graph assumes a base investment of $100 made on December 31, 2020 and the respective returns assume reinvestment of all dividends. The comparisons in this graph are required by the SEC and, therefore, are not intended to forecast or necessarily be indicative of any future return on our common stock.
We did not declare or pay any cash dividends on our Common Stock during fiscal year 2024. We do not anticipate declaring or paying any cash dividends on our Common Stock in the foreseeable future.
We did not declare or pay any cash dividends on our common stock during fiscal year 2025. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during the three months ended December 31, 2024 . 44 Stock Performance Graph The following graph compares the percentage change in the cumulative shareholder return on our Common Stock with The Nasdaq Trucking and Transportation Stocks Index and The Nasdaq Global Select Stock Market™ Index commencing on the last trading day of December 2019 and ending on the last trading day of December 2024.
Issuer Purchases of Equity Securities The Company did not repurchase any of its equity securities during the three months ended December 31, 2025 . 41 Stock Performance Graph The following graph compares the percentage change in the cumulative shareholder return on our common stock with The Nasdaq Trucking and Transportation Stocks Index and The Nasdaq Global Select Stock Market™ Index commencing on the last trading day of December 2020, and ending on the last trading day of December 2025.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our Common Stock trades on The Nasdaq Global Select Stock Market™ under the symbol “FWRD.” There were approximately 357 shareholders of record of our Common Stock as of March 17, 2025.
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Our common stock trades on The Nasdaq Global Select Stock Market™ under the symbol “FWRD.” There were approximately 328 shareholders of record of our common stock as of February 23, 2026.
The performance graph and related information shall not be deemed “soliciting material” or be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing. 2019 2020 2021 2022 2023 2024 Forward Air Corporation $ 100 $ 110 $ 173 $ 150 $ 90 $ 46 Nasdaq Trucking and Transportation Stocks Index 100 100 121 97 120 127 Nasdaq Global Select Stock Market Index 100 137 169 114 165 213 Item 6. [Reserved] 45
The performance graph and related information shall not be deemed “soliciting material” or be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates it by reference into such filing. 2020 2021 2022 2023 2024 2025 Forward Air Corporation $ 100 $ 158 $ 137 $ 82 $ 42 $ 33 Nasdaq Trucking and Transportation Stocks Index 100 121 97 120 127 135 Nasdaq Global Select Stock Market Index 100 123 83 120 156 188 Item 6. [Reserved] 42

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(Unaudited and in Thousands) Year Ended December 31, 2024 Percent of Revenue Operating revenue $ 1,196,841 100.0 % Operating expenses: Purchased transportation 701,035 58.6 Salaries, wages and employee benefits 215,518 18.0 Operating leases 96,500 8.1 Depreciation and amortization 83,542 7.0 Insurance and claims 12,297 1.0 Fuel expense 3,149 0.3 Other operating expenses 101,206 8.5 Impairment of goodwill 1,028,397 85.9 Total operating expenses 2,241,644 187.3 Loss from operations (1,044,803) (87.3) % 49 Results from Operations Year Ended December 31, 2024 compared to Year Ended December 31, 2023 The following table sets forth our consolidated financial data for the years ended December 31, 2024 and 2023: Year Ended (Unaudited and in Thousands) December 31, 2024 December 31, 2023 Change Percent Change Operating revenue: Expedited Freight $ 1,115,163 $ 1,096,958 $ 18,205 1.7 % Omni 1,196,841 — 1,196,841 N/A Intermodal 232,832 274,043 (41,211) (15.0) Corporate 164 — 164 N/A Eliminations and other operations (70,738) (266) (70,472) 26,493.2 Operating revenue 2,474,262 1,370,735 1,103,527 80.5 Operating expenses: Purchased transportation 1,250,570 586,195 664,375 113.3 Salaries, wages, and employee benefits 536,406 287,566 248,840 86.5 Operating leases 182,197 87,413 94,784 108.4 Depreciation and amortization 143,978 57,405 86,573 150.8 Insurance and claims 64,682 50,133 14,549 29.0 Fuel expense 21,460 22,004 (544) (2.5) Other operating expenses 309,508 191,809 117,699 61.4 Impairment of goodwill 1,028,397 — 1,028,397 N/A Total operating expenses 3,537,198 1,282,525 2,254,673 175.8 Income (loss) from continuing operations: Expedited Freight 67,951 116,040 (48,089) (70.8) Omni (1,044,803) — (1,044,803) N/A Intermodal 18,925 25,327 (6,402) (33.8) Other operations (105,009) (53,157) (51,852) 97.5 Income (loss) from continuing operations (1,062,936) 88,210 (1,151,146) (1,305.0) Other income and expense: Interest expense, net (189,215) (31,571) (157,644) (499.3) Foreign exchange gain 1,093 — 1,093 N/A Other income (expense), net 1,226 — 1,226 N/A Total other expense (186,896) (31,571) (155,325) 492.0 Income (loss) from continuing operations before income taxes (1,249,832) 56,639 (1,306,471) (2,306.7) Income tax expense (benefit) (124,991) 13,836 (138,827) (1,003.4) Net (loss) income from continuing operations (1,124,841) 42,803 (1,167,644) (2,727.9) Income (loss) from discontinued operation, net of tax (6,387) 124,548 (130,935) (105.1) Net (loss) income (1,131,228) 124,548 (1,255,776) (1,008.3) Net (loss) attributable to noncontrolling interest (314,259) — (314,259) N/A Net (loss) income attributable to Forward Air $ (816,969) $ 167,351 $ (984,320) (588.2) % 50 Operating Revenues Operating revenues increased $1,103,527, or 80.5% to $2,474,262 for the year ended December 31, 2024 compared to $1,370,735 for the same period in 2023.
Biggest changeFinally, we continue to execute on strategies to retain existing customers and vendors as we finalize our transformation and implement any resulting changes to our business and operations. 45 Results from Operations Year Ended December 31, 2025 compared to Year Ended December 31, 2024 The following table sets forth our consolidated financial data for the years ended December 31, 2025 and 2024: Year Ended (Unaudited and in Thousands) December 31, 2025 December 31, 2024 Change Percent Change Operating revenue: Expedited Freight $ 1,012,559 $ 1,115,163 $ (102,604) (9.2) % Omni Logistics 1,351,164 1,196,841 154,323 12.9 Intermodal 230,533 232,832 (2,299) (1.0) Eliminations (99,138) (70,574) (28,564) 40.5 Operating revenue 2,495,118 2,474,262 20,856 0.8 Operating expenses: Purchased transportation 1,244,471 1,250,570 (6,099) (0.5) Salaries, wages, and employee benefits 535,681 536,406 (725) (0.1) Operating leases 204,029 182,197 21,832 12.0 Depreciation and amortization 152,638 143,978 8,660 6.0 Insurance and claims 58,970 64,682 (5,712) (8.8) Fuel expense 20,122 21,460 (1,338) (6.2) Other operating expenses 242,783 309,508 (66,725) (21.6) Impairment of goodwill — 1,028,397 (1,028,397) N/A Total operating expenses 2,458,694 3,537,198 (1,078,504) (30.5) Income (loss) from operations Expedited Freight 69,780 67,951 1,829 2.7 Omni Logistics 30,162 (1,044,803) 1,074,965 102.9 Intermodal 16,924 18,925 (2,001) (10.6) Other operations (80,442) (105,009) 24,567 23.4 Income (loss) from operations 36,424 (1,062,936) 1,099,360 103.4 Other income and expense: Interest expense, net (180,747) (189,215) (8,468) (4.5) Foreign exchange (loss) gain (5,892) 1,093 6,985 639.1 Other income, net 3,018 1,226 (1,792) (146.2) Total other expense (183,621) (186,896) (3,275) (1.8) Income (loss) from continuing operations before income taxes (147,197) (1,249,832) 1,102,635 88.2 Income tax expense (benefit) (5,472) (124,991) 119,519 95.6 Income (loss) from continuing operations (141,725) (1,124,841) 983,116 87.4 Income (loss) from discontinued operation, net of tax — (6,387) 6,387 N/A Net (loss) income (141,725) (1,131,228) 989,503 87.5 Net (loss) attributable to noncontrolling interest (33,929) (314,259) 280,330 89.2 Net (loss) income attributable to Forward Air $ (107,796) $ (816,969) $ 709,173 86.8 % 46 Operating Revenues Operating revenues increased $20,856, or 0.8% to $ 2,495,118 for the year ended December 31, 2025 compared to $2,474,262 for the same period in 2024.
On or after October 15, 2026, Opco may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date: (a) in the case of a redemption occurring during the 12-month period commencing October 15, 2026, at a redemption price of 104.750%; (b) in the case of a redemption occurring during the 12-month period commencing on October 15, 2027, at a redemption price of 102.375%; and (c) in the case of a redemption occurring on or after October 15, 2028, at a redemption price of 100.000%.
On or after October 15, 2026, the Company may redeem some or all of the Notes at the following prices (expressed as a percentage of principal), plus in each case accrued and unpaid interest, if any, to, but excluding, the redemption date: (a) in the case of a redemption occurring during the 12-month period commencing October 15, 2026, at a redemption price of 104.750%; (b) in the case of a redemption occurring during the 12-month period commencing on October 15, 2027, at a redemption price of 102.375%; and (c) in the case of a redemption occurring on or after October 15, 2028, at a redemption price of 100.000%.
In addition, at any time prior to October 15, 2026, Opco may redeem up to 40.000% of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In addition, at any time prior to October 15, 2026, the Company may redeem up to 40.000% of the original aggregate principal amount of the Notes in an amount not to exceed the amount of net cash proceeds from one or more equity offerings at a redemption price equal to 109.5 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
As previously disclosed and more fully described below and in Note 3, Acquisitions , to the Consolidated Financial Statements, we incurred significant indebtedness in connection with the Omni Acquisition.
As previously disclosed and more fully described in Note 3, Acquisitions to the Consolidated Financial Statements, we incurred significant indebtedness in connection with the Omni Acquisition.
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. The key operating statistics necessary to understand the operating results of our Expedited Fright reportable segment are described below in more detail: Tonnage - Total weight of shipments in pounds.
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. The key operating statistics necessary to understand the operating results of our Expedited Freight reportable segment are described below in more detail: Tonnage - Total weight of shipments in pounds.
Our estimates and assumptions are based on historical experience and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. The significant accounting policies followed in the preparation of the financial statements are detailed in Note 1 of our Consolidated Financial Statements included in this Form 10-K.
Our estimates and assumptions are based on historical experience and changes in the business environment. However, actual results may differ from estimates under different conditions, sometimes materially. The significant accounting policies followed in the preparation of the financial statements are detailed in Note 1 of our Consolidated Financial Statements included in this Annual Report on Form 10-K.
The New Term Loans bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. The base rate is equal the highest of the following: (i) the prime rate; (ii) 0.50% above the overnight federal funds rate; and (iii) the one-month SOFR plus 1.00%.
The New Term Loans bear interest based, at Company’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin. The base rate is equal the highest of the following: (i) the prime rate; (ii) 0.50% above the overnight federal funds rate; and (iii) the one-month SOFR plus 1.00%.
Prior to October 15, 2026, Opco may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000% of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Prior to October 15, 2026, the Company may redeem some or all of the Notes at any time and from time to time at a redemption price equal to 100.000% of the principal amount thereof plus the applicable “make-whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Purchased transportation was 49.0% of Expedited Freight operating revenue for the year ended December 31, 2024 compared to 46.6% for the same period in 2023. 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 was 48.6% of Expedited Freight operating revenue for the year ended December 31, 2025 compared to 49.0% for the same period in 2024. 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.
Capital expenditures for the year ended December 31, 2024 were $37,060, which primarily related to the purchase of technology and operating equipment. Capital expenditures for the year ended December 31, 2023 were $30,725, which primarily related to the investment in the expansion of our national hub in Columbus, Ohio and the purchase of technology and operating equipment.
Capital expenditures for the year ended December 31, 2024 were $37,060, which primarily related to the investment in the expansion of our national hub in Columbus, Ohio and the purchase of technology and operating equipment.
For a discussion of similar topics for the years ended December 31, 2023 and December 31, 2022, please refer to “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K, filed on March 15, 2024, which is incorporated herein by reference.
For a discussion of similar topics for the years ended December 31, 2024 and December 31, 2023, please refer to “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K, filed on March 24, 2025, which is incorporated herein by reference.
Liquidity and Capital Resources For discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022 refer to Part I, Item 7 of our annual report on form 10-K filed with SEC on March 15, 2024.
Liquidity and Capital Resources For discussion of our Liquidity and Capital Resources for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023 refer to Part I, Item 7 of our annual report on form 10-K filed with SEC on March 24, 2025.
We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures. Globally, we provide customized asset-light, high-touch logistics and supply chain management solutions with deep customer relationships in high-growth end markets. Our services are classified into three reportable segments: Expedited Freight, Omni Logistics and Intermodal.
We utilize an asset-light strategy to minimize our investments in equipment and facilities and to reduce our capital expenditures. Globally, we provide customized asset-light, high-touch logistics and value-added services with deep customer relationships in high-growth end markets. Our services are classified into three reportable segments: Expedited Freight, Omni Logistics and Intermodal.
Purchased transportation was 31.7% of Intermodal operating revenues for the year ended December 31, 2024 compared to 27.3% for the same period in 2023. Intermodal purchased transportation includes Leased Capacity Providers, third-party motor carriers, while expenses for Company-employed drivers are included in salaries, wages and employee benefits.
Purchased transportation was 33.4% of Intermodal operating revenues for the year ended December 31, 2025 compared to 31.7% for the same period in 2024. Purchased transportation includes Leased Capacity Providers and third-party motor carriers, while Company-employed drivers are included in salaries, wages and employee benefits.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of this Form 10-K generally discusses our results of operations and financial condition for the year ended December 31, 2024.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations This section of this Annual Report on Form 10-K generally discusses our results of operations and financial condition for the year ended December 31, 2025.
Pursuant to the Credit Agreement, the Escrow Loan Borrower obtained senior secured term B loans in an aggregate principal amount of $1,125,000 (the “New Term Loans”) and the ability to draw down up to $400,000 under the Revolving Credit Facility.
Credit Agreement Pursuant to the Credit Agreement, the Company obtained senior secured term B loans in an aggregate principal amount of $1,125,000 (the “New Term Loans”) and the ability to draw down up to $300,000 under the Revolving Credit Facility.
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 and is indexed to diesel fuel prices published by the U.S. Department of Energy.
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.
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.
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.
Lo ans made under the Revolving Credit Facility bear interest based, at Opco’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.
Loans made under the Revolving Credit Facility bear interest based, at Company’s election, on (a) SOFR plus an applicable margin or (b) the base rate plus an applicable margin.
As of the date of this report, we were in compliance with all aforementioned covenants. 62 Tax Receivable Agreement In connection with the Omni Acquisition, we, Opco, Omni Holders and certain other parties entered into the Tax Receivable Agreement, which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by us as a result of the Omni Acquisition.
Tax Receivable Agreement In connection with the Omni Acquisition, we, Opco, Omni Holders and certain other parties entered into the Tax Receivable Agreement, which sets forth the agreement among the parties regarding the sharing of certain tax benefits realized by us as a result of the Omni Acquisition.
Cash Flows Year Ended December 31, 2024 Cash Flows compared to December 31, 2023 Cash Flows Continuing Operations Net cash used in operating activities of continuing operations was $69,015 for the year ended December 31, 2024 compared to cash provided from operations of $199,212 for the year ended December 31, 2023.
Cash Flows Year Ended December 31, 2025 Cash Flows compared to December 31, 2024 Cash Flows Net cash provided by operating activities of continuing operations was $44,384 for the year ended December 31, 2025 compared to cash used operating activities of continuing operations of $69,015 for the year ended December 31, 2024.
Net cash used in financing activities of continuing operations was $163,832 for the year ended December 31, 2024 compared to net cash provided by financing activities of continuing operations of $1,790,726 for the year ended December 31, 2023.
Net cash used in financing activities of continuing operations was $17,533 for the year ended December 31, 2025 compared to $163,832 for the year ended December 31, 2024.
Synergistic opportunities include the ability to share resources, in particular our fleet resources. We monitor and analyze a number of key operating statistics in order to manage our business and evaluate our financial and operating performance.
Synergistic opportunities include the ability to share resources, in particular our fleet resources. 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.
Both the Notes and Revolving Credit Facility contain covenants that, among other things, restrict the ability of us, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the credit agreement.
The Company’s obligations under the Credit Agreement are guaranteed on a senior secured basis by us and each of Company’s existing and future domestic subsidiaries (subject to customary exceptions). 55 Both the Notes and Revolving Credit Facility contain covenants that, among other things, restrict our ability, without the approval of the required lenders, to engage in certain mergers, consolidations, asset sales, dividends and stock repurchases, investments, and other transactions or to incur liens or indebtedness in excess of agreed thresholds, as set forth in the Credit Agreement.
Thereafter, the applicable margin can range from 3.75% to 4.25% for SOFR loans and from 2.75% to 3.25% for base rate loans, in each case depending on Opco’s first lien net leverage ratio, as set forth in the Credit Agreement.
The applicable margin can range from 3.75% to 4.25% for SOFR loans and from 2.75% to 3.25% for base rate loans, in each case depending on Company's first lien net leverage ratio, as set forth in the Credit Agreement. The Company also incurs a 0.5% commitment fee on any unused portion of the Revolving Credit Facility.
The applicable margin for SOFR loans is 4.50% and the applicable margin for base rate loans is 3.50%. The New Term Loans are subject to customary amortization of 1.00% per year. The New Term Loans were issued at 96.0% of the face amount and will mature on December 19, 2030.
The applicable margin for SOFR loans is 4.50% and the applicable margin for base rate loans is 3.50%. The New Term Loans were issued at 96.0% of the face amount and will mature on December 19, 2030. The Revolving Credit Facility will mature on January 25, 2029.
Other Operating Expenses Expedited Freight other operating expenses increased $5,093, or 5.4%, to $99,638 for the year ended December 31, 2024 from $94,545 for the same period in 2023. Other operating expenses were 8.9% of Expedited Freight operating revenue for the year ended December 31, 2024 compared to 8.6% for the same period in 2023.
Other Operating Expenses Other operating expenses decreased $13,999, or 14.0%, to $85,639 for the year ended December 31, 2025 from $99,638 for the same period in 2024. Other operating expenses were 8.5% of Expedited Freight operating revenue for the year ended December 31, 2025 compared to 8.9% for the same period in 2024.
Salaries, wages and employee benefits were 21.7% of Expedited Freight operating revenue for the year ended December 31, 2024 compared to 20.7% for the same period in 2023. The increase in s alaries, wages and employee benefits expense was primarily due to elevated Company-employed driver count and wage rates compared to the same period in 2023.
Salaries, wages and employee benefits were 20.8% of Expedited Freight operating revenue for the year ended December 31, 2025 compared to 21.7% for the same period in 2024. The decrease in salaries, wages and employee benefits expense was primarily due to the lower volumes for the year ended December 31, 2025 as compared to the same period in 2024.
Income Taxes on a Continuing Basis The effective tax rate on a continuing basis for the year ended December 31, 2024 was 10.0% , co mpared to a rate of 24.4% for the same period in 2023.
Income Taxes The effective tax rate for the year ended December 31, 2025 was 3.7% compared to a rate of 10.0% for the same period in 2024.
To complete the Omni goodwill test, we determined the fair value of the reporting unit using the DCF model and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value using the market approach. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors.
To complete the goodwill test of our reporting units, we determined the fair value of the reporting unit using the DCF model and a guideline public company approach with 50% of the value determined using the DCF and 50% of the value determined using the market approach.
The Company will evaluate this on a quarterly basis which may result in an adjustment in the future.” Year Ended December 31, 2023 compared to Year Ended December 31, 2022 For discussion of our Results of Operations for the fiscal year ended December 31, 2023 compared to the fiscal year ended December 31, 2022, refer to Part I, Item 7 of our annual report on form 10-K filed with SEC on March 15, 2024.
Year Ended December 31, 2024 compared to Year Ended December 31, 2023 For discussion of our Results of Operations for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, refer to Part I, Item 7 of our Annual Report on form 10-K filed with SEC on March 24, 2025.
Other Operating Expenses Intermodal other operating expenses decreased $17,222, or 43.3%, to $22,511 for the year ended December 31, 2024 from $39,733 for the same period in 2023. Other operating expenses as a percentage of Intermodal revenue for the year ended December 31, 2024 was 9.7%, compared to 14.5% for the same period in 2023.
Other Operating Expenses Other operating expenses decreased $2,790, or 12.4%, to $19,721 for the year ended December 31, 2025 from $22,511 for the same period in 2024. Other operating expenses as a percentage of Intermodal operating revenue for the year ended December 31, 2025 was 8.6%, compared to 9.7% for the same period in 2024.
Income from Operations Expedited Freight income from operations decreased by $48,089, or 41.4%, to $67,951 for the year ended December 31, 2024 compared to $116,040 for the same period in 2023. Expedited Freight income from operations was 6.1% of operating revenue for the year ended December 31, 2024, compared to 10.6% for the same period in 2023.
Income from Operations Income from operations increased by $1,829, or 2.7%, to $69,780 for the year ended December 31, 2025 compared to $67,951 for the same period in 2024. Expedited Freight income from operations was 6.9% of operating revenue for the year ended December 31, 2025, compared to 6.1% for the same period in 2024.
We believe that borrowings under our Revolving Credit Facility (defined below) and our New Term Loans (defined below), together with available cash and internally generated funds, will be sufficient to support our working capital, capital expenditures and debt and service requirements for the foreseeable future.
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.
These key operating statistics are defined below and are referred to throughout the discussion of the financial results of our Expedited Freight, Omni and Intermodal reportable segments.
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.
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. We plan to grow our LTL geographic footprint through greenfield start-ups as well as through acquisitions.
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. Our Omni Logistics segment provides a full suite of global logistics services.
The effective tax rate for the year ended December 31, 2024 is significantly lower than historical rates due to the goodwill impairment charge in the current year.
The effective tax rate for the year ended December 31, 2025 is lower than the prior year due to the tax impacts related to the goodwill impairment charge in the prior year that did not reoccur.
Upon the closing of the Omni Acquisition, Opco assumed the Escrow Issuer's obligations under the Notes. The Notes bear interest at a rate of 9.5% per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024.
The Notes bear interest at a rate of 9.5% per annum, payable semiannually in cash in arrears on April 15 and October 15 of each year, commencing April 15, 2024. The Notes were issued at 98.0% of the face amount and will mature on October 15, 2031.
Depreciation and Amortization Intermodal depreciation and amortization decreased $1,551, or 7.8%, to $18,440 for the year ended December 31, 2024, from $19,991 for the same period in 2023. Depreciation and amortization expense as a percentage of Intermodal operating revenue was 7.9% for the year ended December 31, 2024 compared to 7.3% for the same period in 2023.
Income from Operations Income from operations decreased by $2,001, or 10.6%, to $16,924 for the year ended December 31, 2025 compared to $18,925 for the same period in 2024. Income from operations as a percentage of Intermodal operating revenue was 7.3% for the year ended December 31, 2025 compared to 8.1% in the same period in 2024.
There can be no assurance that any transaction or other strategic outcome will be approved by the Board or otherwise consummated. The Company does not intend to disclose developments relating to this process until it determines that further disclosure is appropriate or necessary.
The Company does not intend to disclose developments relating to this process until it determines that further disclosure is appropriate or necessary.
As a result of the annual test, we recorded goodwill impairment charges totaling $ 1,028,397 which all relates to our Omni reporting unit. This reporting unit was acquired on January 25, 2024.
As a result of the 2024 annual test, the Company recorded goodwill impairment charges for the year ended December 31, 2024 totaling $1,028,397 which are all related to the Omni reporting unit.
Net cash used in investing activities of continuing operations was $1,608,586 for the year ended December 31, 2024 compared to cash provided of $83,687 during the year ended December 31, 2023.
The increase in net cash provided by operating activities was primarily due to the decrease in loss from continuing operations and improved working capital management. Net cash used in investing activities of continuing operations was $26,912 for the year ended December 31, 2025 compared to cash used of $1,608,586 during the year ended December 31, 2024.
The decrease in income was primarily a result of 6.8% higher operating expenses without sufficient increase in total operating revenue, which grew by 1.7%. 55 Intermodal - Year Ended December 31, 2024 compared to Year Ended December 31, 2023 The following table sets forth our financial data of the Intermodal segment for the years ended December 31, 2024 and 2023: Year Ended (Unaudited and in Thousands) December 31, 2024 Percent of Revenue December 31, 2023 Percent of Revenue Change Percent Change Operating revenue $ 232,832 100.0 % $ 274,043 100.0 % $ (41,211) (15.0) % Operating expenses: Purchased transportation 73,814 31.7 74,941 27.3 (1,127) (1.5) Salaries, wages and employee benefits 58,714 25.2 66,925 24.4 (8,211) (12.3) Operating leases 21,599 9.3 25,685 9.4 (4,086) (15.9) Depreciation and amortization 18,440 7.9 19,991 7.3 (1,551) (7.8) Insurance and claims 10,251 4.4 10,320 3.8 (69) (0.7) Fuel expense 8,578 3.7 11,121 4.1 (2,543) (22.9) Other operating expenses 22,511 9.7 39,733 14.5 (17,222) (43.3) Total operating expenses 213,907 91.9 248,716 90.8 (34,809) (14.0) Income from operations $ 18,925 8.1 % $ 25,327 9.2 % $ (6,402) (25.3) % Intermodal Operating Statistics Year Ended December 31, 2024 December 31, 2023 Percent Change Drayage shipments 254,072 274,997 (7.6) % Drayage revenue per shipment $ 830 $ 913 (9.1) % 56 Operating Revenues Intermodal operating revenue decreased $41,211, or 15.0%, to $232,832 for the year ended December 31, 2024, from $274,043 for th e same period in 2023.
Intermodal - Year Ended December 31, 2025 compared to Year Ended December 31, 2024 The following table sets forth our financial data of the Intermodal segment for the years ended December 31, 2025 and 2024: Year Ended (Unaudited and in Thousands) December 31, 2025 Percent of Revenue December 31, 2024 Percent of Revenue Change Percent Change Operating revenue $ 230,533 100.0 % $ 232,832 100.0 % $ (2,299) (1.0) % Operating expenses: Purchased transportation 76,907 33.4 73,814 31.7 3,093 4.2 Salaries, wages and employee benefits 57,640 25.0 58,714 25.2 (1,074) (1.8) Operating leases 22,312 9.7 21,599 9.3 713 3.3 Depreciation and amortization 17,929 7.8 18,440 7.9 (511) (2.8) Insurance and claims 11,667 5.1 10,251 4.4 1,416 13.8 Fuel expense 7,433 3.2 8,578 3.7 (1,145) (13.3) Other operating expenses 19,721 8.6 22,511 9.7 (2,790) (12.4) Total operating expenses 213,609 92.7 213,907 91.9 (298) (0.1) Income from operations $ 16,924 7.3 % $ 18,925 8.1 % $ (2,001) (10.6) % Intermodal Operating Statistics Year Ended December 31, 2025 December 31, 2024 Percent Change Drayage shipments 245,691 254,072 (3.3) % Drayage revenue per shipment $ 851 $ 830 2.5 % Operating Revenues Operating revenue decreased $2,299, or 1.0%, to $230,533 for the year ended December 31, 2025, from $232,832 for th e same period in 2024.
Other operations - Year Ended December 31, 2024 compared to Year Ended December 31, 2023 Other operations resulted in a $105,009 operating loss for the year ended December 31, 2024 compared to a $53,157 operating loss for the same period in 2023.
Corporate - Year Ended December 31, 2025 compared to Year Ended December 31, 2024 Corporate included an $80,442 operating loss during the year ended December 31, 2025 compared to a $105,009 operating loss during the same period in 2024.
The Board has retained Goldman Sachs & Co. LLC to serve as its financial advisor. The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time.
The Board has not set a timetable for the conclusion of this review, nor has it made any decisions related to any further actions or potential strategic alternatives at this time. There can be no assurance that any transaction or other strategic outcome will be approved by the Board or otherwise consummated.
Net Loss As a result of the foregoing factors, net income decreased $984,320, or 588.2%, to a net loss of $816,969 for the year ended December 31, 2024 compared to net income of $167,351 for the same period in 2023. 51 Expedited Freight - Year Ended December 31, 2024 compared to Year Ended December 31, 2023 The following table sets forth our financial data of the Expedited Freight segment for the years ended December 31, 2024 and 2023: Year Ended (Unaudited and in Thousands) December 31, 2024 Percent of Revenue December 31, 2023 Percent of Revenue Change Percent Change Operating revenue: Network 1 $ 854,138 76.6 % $ 845,949 77.1 % $ 8,189 1.0 % Truckload 170,455 15.3 159,513 14.5 10,942 6.9 Other 90,570 8.1 91,496 8.3 (926) (1.0) Total operating revenue 1,115,163 100.0 1,096,958 100.0 18,205 1.7 Operating expenses: Purchased transportation 546,458 49.0 511,525 46.6 34,933 6.8 Salaries, wages and employee benefits 242,411 21.7 226,528 20.7 15,883 7.0 Operating leases 63,398 5.7 61,728 5.6 1,670 2.7 Depreciation and amortization 41,858 3.8 37,414 3.4 4,444 11.9 Insurance and claims 43,716 3.9 38,294 3.5 5,422 14.2 Fuel expense 9,733 0.9 10,884 1.0 (1,151) (10.6) Other operating expenses 99,638 8.9 94,545 8.6 5,093 5.4 Total operating expenses 1,047,212 93.9 980,918 89.4 66,294 6.8 Income from operations $ 67,951 6.1 % $ 116,040 10.6 % $ (48,089) (41.4) % 1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. 52 Expedited Freight Operating Statistics Year Ended December 31, 2024 December 31, 2023 Percent Change Business days 256 254 0.8 % Tonnage 1,2 Total pounds 2,782,294 2,678,334 3.9 Pounds per day 10,868 10,545 3.1 Shipments 1,2 Total shipments 3,312 3,340 (0.8) Shipments per day 12.9 13.1 (1.5) Weight per shipment 840 802 4.8 Revenue per hundredweight 3 $ 30.71 $ 31.80 (3.4) Revenue per hundredweight, ex fuel 3 $ 24.09 $ 24.48 (1.6) Revenue per shipment 3 $ 257.99 $ 255.06 1.1 Revenue per shipment, ex fuel 3 $ 202.42 $ 196.32 3.1 1 In thousands 2 Excludes accessorial and Truckload products 3 Includes intercompany revenue between the Network and Truckload revenue streams 53 Operating Revenues Expedited Freight operating reven ue increased $18,205, or 1.7%, to $1,115,163 for t he year ended December 31, 2024 from $1,096,958 for the same period in 2023.
Net Loss Attributable to Noncontrolling Interest The decrease in net loss attributable to noncontrolling interest for the year ended December 31, 2025, compared to the same period in 2024, is being driven by the decrease in net loss and the decreasing number of noncontrolling units outstanding for the respective periods. 47 Expedited Freight - Year Ended December 31, 2025 compared to Year Ended December 31, 2024 The following table sets forth our financial data of the Expedited Freight segment for the years ended December 31, 2025 and 2024: Year Ended (Unaudited and in Thousands) December 31, 2025 Percent of Revenue December 31, 2024 Percent of Revenue Change Percent Change Operating revenue: Network 1 $ 761,940 75.2 % $ 854,138 76.6 % $ (92,198) (10.8) % Truckload 165,889 16.4 170,455 15.3 (4,566) (2.7) Other 84,730 8.4 90,570 8.1 (5,840) (6.4) Total operating revenue 1,012,559 100.0 1,115,163 100.0 (102,604) (9.2) Operating expenses: Purchased transportation 491,917 48.6 546,458 49.0 (54,541) (10.0) Salaries, wages and employee benefits 210,418 20.8 242,411 21.7 (31,993) (13.2) Operating leases 64,353 6.4 63,398 5.7 955 1.5 Depreciation and amortization 40,721 4.0 41,858 3.8 (1,137) (2.7) Insurance and claims 40,746 4.0 43,716 3.9 (2,970) (6.8) Fuel expense 8,985 0.9 9,733 0.9 (748) (7.7) Other operating expenses 85,639 8.5 99,638 8.9 (13,999) (14.0) Total operating expenses 942,779 93.1 1,047,212 93.9 (104,433) (10.0) Income from operations $ 69,780 6.9 % $ 67,951 6.1 % $ 1,829 2.7 % 1 Network revenue is comprised of all revenue, including linehaul, pickup and/or delivery, and fuel surcharge revenue, excluding accessorial and Truckload revenue. 48 Expedited Freight Operating Statistics Year Ended December 31, 2025 December 31, 2024 Percent Change Business days 255 256 (0.4) % Tonnage 1,2 Total pounds 2,445,202 2,782,294 (12.1) Pounds per day 9,589 10,868 (11.8) Shipments 1,2 Total shipments 2,903 3,312 (12.3) Shipments per day 11.4 12.9 (11.6) Weight per shipment 842 840 0.3 Revenue per hundredweight 3 $ 31.17 $ 30.71 1.5 Revenue per hundredweight, ex fuel 3 $ 24.72 $ 24.09 2.6 Revenue per shipment 3 $ 262.55 $ 257.99 1.8 Revenue per shipment, ex fuel 3 $ 208.25 $ 202.42 2.9 1 In thousands 2 Excludes accessorial and Truckload products 3 Includes intercompany revenue between the Network and Truckload revenue streams 49 Operating Revenues Operating reven ue decreased $102,604, or 9.2%, to $1,012,559 for the year ended December 31, 2025 from $1,115,163 for the same period in 2024.
The change in the operating loss was primarily driven by $81,467 of post-acquisition transaction and integration costs incurred in connection with the Omni Acquisition. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).
Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”).
This substantial level of debt could have important consequences to our business, including, but not limited to the factors as more fully discussed in Item 1A, “Risk Factors” - “Risks Relating to our Indebtedness”.
This substantial level of debt could have important consequences to our business, including, but not limited to the factors as more fully discussed in Item 1A, “Risk Factors” - “Risks Relating to our Indebtedness.” 54 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 6.50 to 1.00.
Investing activities of continuing operations for the year ended December 31, 2024 included the acquisition of Omni for a purchase price of $ 1,576,219, while investing activities for the year ended December 31, 2023 included the acquisition of Land Air for a purchase price of $ 56,703.
Investing activities of continuing operations for the year ended December 31, 2024 included the acquisition of Omni for a purchase price of $1,576,219. Capital expenditures for the year ended December 31, 2025 were $29,116, which primarily related to the purchase of technology and operating equipment.
The change in the net cash provided by financing activities of continuing operations was primarily due proceeds from long-term debt in 2023 used to fund the Omni Acquisition in 2024, with net paydown of debt balances in 2024. Share Repurchase Program During the year ended December 31, 2024, we did not repurchase any shares.
The change in the net cash used in financing activities was primarily due to the payments in 2024 of debt issuance costs, long-term debts, and earn-out liabilities, all of which did not reoccur in the current year period. Share Repurchase Program During the years ended December 31, 2025 and 2024, we did not repurchase any shares. 56
The Notes were issued at 98.0% of the face amount and will mature on October 15, 2031. The Notes were issued pursuant to an indenture, dated as of October 2, 2023, between the Escrow Issuer and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.
The Notes were issued pursuant to an indenture, dated as of October 2, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The Notes are guaranteed on a senior secured basis by us and each of Company’s existing and future domestic subsidiaries (subject to customary exceptions).
Strategic Review In January 2025, the Board announced that it had initiated a comprehensive review of strategic alternatives to maximize shareholder value. The Board will consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis.
The Board is continuing to consider a range of options, including a potential sale, merger or other strategic or financial transaction relative to the long-term value potential of the Company on a standalone basis. The Board has retained Goldman Sachs & Co. LLC to serve as its financial advisor.
Income from operations as a percentage of Intermodal operating revenue was 8.1% for the year ended December 31, 2024 compared to 9.2% in the same period in 2023. The 15.0% decrease in income from operations as a percentage of operating revenues was driven by 7.6% fewer drayage shipments and 1.1% highe r overall operating expenses as a percentage of revenue.
The decrease in income from operations as a percentage of operating revenues was primarily due decreased network efficiency resulting from the decrease in drayage shipments for the year ended December 31, 2025 as compared to the same period in 2024.
We have financed our working capital needs, including capital expenditures, with available cash, cash flows from operations and borrowings under our Revolving Credit Facility.
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”).
The loss was due to final net working capital settlement following the December 2023 sale of the Final Mile business.
Income (loss) from Discontinued Operation, net of tax Income (loss) from discontinued operations net of tax of $6,387, for the year ended December 31, 2024 was related to the final net working capital settlement following the sale of our Final Mile business in December 2023.
The increase was driven by higher Network and Truckload revenue. Network revenue increased from 3.9% higher tonnage with a slight offset from 3.4% decrease in revenue per hundredweight ex fuel, as compared to the same period in the prior year. The increase in tonnage reflects an increase in weight per shipment of 4.8% on 0.8% less shipments.
The decrease was driven by decreased Network revenue. Network revenue decreased due to a 12.1% decrease in tonnage as a result of softer demand and was partially offset by a 2.6% increase in revenue per hundredweight ex fuel as compared to the same period in the prior year.
Operating Expenses Operating exp enses increased $2,254,673, or 175.8%, to $3,537,198 for the year ended December 31, 2024 compared to $1,282,525 for the same period in 2023.
The results for our reportable segments are discussed in detail in the following sections. Operating Expenses Operating exp enses decreased $1,078,504, or 30.5%, to $ 2,458,694 for the year ended December 31, 2025 compared to $3,537,198 for the same period in 2024.
Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees and accessorial storage costs.
Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and accessorial storage costs. The decrease in other operating expenses was primarily driven by our decrease in revenue and continued cost reduction efforts that began in the third quarter of 2024.
Salaries, Wages, and Employee Benefits Expedited Freight salaries, wages and employee benefits increased by $15,883, or 7.0%, to $242,411 for the year ended December 31, 2024 from $226,528 for the same period in 2023.
The decrease in purchased transportation was primarily due to decreased shipments for the year ended December 31, 2025 as compared to the same period in 2024. Salaries, Wages, and Employee Benefits Salaries, wages and employee benefits decreased by $31,993, or 13.2%, to $210,418 for the year ended December 31, 2025 from $242,411 for the same period in 2024.
Salaries, Wages, and Employee Benefits Intermodal salaries, wages and employee benefits decreased $8,211, or 12.3%, to $58,714 for the year ended December 31, 2024 from $66,925 for the same period in 2023. Salaries, wages and employee benefits were 25.2% of Intermodal operating revenue for the year ended December 31, 2024 compared to 24.4% for the same period in 2023.
Salaries, wages and employee benefits were 25.0% of Intermodal operating revenue for the year ended December 31, 2025 compared to 25.2% for the same period in 2024. Salaries, wages and employee benefits has decreased due to similar variables as purchased transportation including mix of freight and other variable characteristics that impact labor utilization.
Our products and services are directly tied to the production and sale of goods and, more generally, to the North American economy.
Fuel surcharges and accessorial charges are included in this measurement. 44 Trends and Developments Economy Our business is highly susceptible to changes in economic conditions. Our products and services are directly tied to the production and sale of goods and, more generally, to the global economy.
Operating Leases Expedited Freight operating leases increased $1,670, or 2.7%, to $63,398 for the year ended December 31, 2024 from $61,728 for the same period in 2023. Operating leases were 5.7% of Expedited Freight operating revenue for the year ended December 31, 2024 compared to 5.6% for the same period in 2023.
Operating Leases Operating leases increased $18,073 or 18.7% to $114,573 for the year ended December 31, 2025 from $96,500 for the same period in 2024.
Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees and other over-the-road costs.
Other operating expenses include contract labor, equipment maintenance, facility expenses, legal and professional fees, and other over-the-road costs. The decrease in other operating expenses was primarily due to acquisition and integration synergies as well as reduction in shipments for the year ended December 31, 2025 as compared to the same period in 2024.
The increase in operating lease expense was primarily due to leased truck excess mileage expense for the year ended December 31, 2024 compared to the same period in 2023. Depreciation and Amortization Expedited Freight depreciation and amortization increased $4,444, or 11.9%, to $41,858 for the year ended December 31, 2024 from $37,414 for the same period in 2023.
Operating leases increased primarily due to the increase in ownership days. 51 Depreciation and Amortization Depreciation and amortization increased $9,997 or 12.0% to $93,539 for the year ended December 31, 2025 from $83,542 for the same period in 2024.
Upon the occurrence of a “change of control”, Opco will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. 61 Senior Secured Term Loan Facility In order to finance a portion of the cash consideration payable for the Omni Acquisition and the costs and expenses incurred in connection therewith, GN Loanco, LLC, a Delaware limited liability company and wholly owned subsidiary of Omni (the “Escrow Loan Borrower”), entered into a credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent and as initial term loan lender.
Upon the occurrence of a “change of control”, the Company will be required to offer to repurchase all of the outstanding principal amount of the Notes at a purchase price of 101.000% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Revolving Credit Facility’s terms also include a financial covenant which requires us to maintain a specific leverage ratio.
The Revolving Credit Facility’s terms also include a financial covenant which requires us to maintain a specific leverage ratio as follows: (i) 6.50:1.00 (for the fourth quarter of 2025), (ii) 6.25:1.00 (for the first quarter of 2026), (iii) 6.00:1.00 (for the second quarter of 2026), (iv) 5.75:1.00 (for the third quarter of 2026), (vi) 5.50:1.00 (for the fourth quarter of 2026 and thereafter).
Income (loss) from Continuing Operations and Segment Operations Income from continuing operations changed by $1,151,146, or 1,305.0%, to a loss of $1,062,936 for the year ended December 31, 2024, compared to $88,210 of income for the same period in 2023.
Income (loss) from Operations Income (loss) from operations increased by $1,099,360, or 103.4%, to income of $36,424 for the year ended December 31, 2025, compared to a $1,062,936 loss for the same period in 2024. The increase was primarily driven by the goodwill impairment charge from 2024 noted above, which did not occur in 2025.
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 CFS warehouse and handling services, and in select locations, linehaul and LTL services.
Intermodal also offers dedicated contract and CFS warehouse and handling services, and in select locations, linehaul and LTL services. Our operations, particularly our network of hubs and terminals, represent substantial fixed costs.
Purchase price allocation of Omni is not yet complete, and as a result, there can be no assurance that there will not be a material impairment charge in the future.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors, as a result there can be no assurance that there will not be a potential impairment in the future.
Income (loss) from Discontinued Operation, net of tax Loss from discontinued operations of $6,387, net of tax, resulted in an unfavorable change of $130,935, or 105.1% for the year ended December 31, 2024 compared to income of $124,548 for the same period in 2023.
There was no income or loss from discontinued operations for the year ended December 31, 2025. Net Loss As a result of the foregoing factors, net loss decreased $989,503, or 87.5%, to a net loss of $141,725 for the year ended December 31, 2025 compared to the net loss of $1,131,228 for the same period in 2024.
Intermodal volumes, heavily influenced by United States imports, have declined for much of 2024 due to inflation, customer demand and a shift of spending by consumers from goods to services. For Truckload, the capacity contraction has created a sustained market of depressed spot market truckload rates with modest signs of improvement, especially in Q4 of 2024.
Such disruptions are expected to 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, capacity levels relative to demand have created a sustained market of depressed spot market truckload rates.
Insurance and Claims Expedited Freight insurance and claims expense increased $5,422, or 14.2%, to $43,716 for the year ended December 31, 2024 from $38,294 for the same period in 2023. Insurance and claims as a percentage of Expedited Freight operating revenue was 3.9% for the year ended December 31, 2024 compared to 3.5% for the same period in 2023.
The decrease in operating revenues was primarily due to a 3.3% decrease in drayage shipments as compared to the same period in 2024. 52 Purchased Transportation Purchased transportation increased $3,093, or 4.2%, to $76,907 for the year ended year ended December 31, 2025 from $73,814 for the same period in 2024.
Depreciation and amortization expense as a percentage of Expedited Freight operating revenue was 3.8% for the year ended December 31, 2024 compared to 3.4% for the same period in 2023. The increase in depreciation and amortization expense was primarily the result of purchasing and placing in service new equipment in the second half of 2023 and first half of 2024.
Purchased transportation was 57.3% of operating revenues for year ended December 31, 2025 compared to 58.6% for the same period in 2024. Purchased transportation increased primarily due to the increase in ownership days and demand for our services during the current year period, but decreased as a percentage of revenue due to a shift in product mix.
Our Omni Logistics segment provides a full suite of global logistics services. Services include air and ocean freight consolidation and forwarding, customs brokerage, warehousing and distribution, time-definite transportation services and other supply chain solutions. Other than revenue performance and given the service mix of Omni, key operating statistics are being determined as we continue to work through the integration.
Services include air and ocean freight consolidation and forwarding, customs brokerage, time-definite transportation services, contract logistics, which includes warehousing and value-added services, as well as other supply chain solutions. Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.
Removed
We plan to grow our Intermodal geographic footprint through acquisitions as well as through greenfield start-ups where no suitable acquisition is available. Our operations, particularly our network of hubs and terminals, represent substantial fixed costs.
Added
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.
Removed
Our key operating statistics should not be interpreted as better measurements of our results than income from operations as determined under GAAP. 46 Within our Expedited Freight reportable segment, our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing LTL network.
Added
As we continue to integrate the Omni and Forward businesses, we are also developing how we organize and manage our product offerings. While we continue to manage the business by our disclosed segments below, we have information available to estimate revenue for key product groups for the period ended December 31, 2025.
Removed
Fuel surcharges and accessorial charges are included in this measurement. 47 Trends and Developments Omni Acquisition In January 2024, we acquired Omni for a combination of (a) $100,499 million in cash and (b) (i) common equity consideration representing 14,015 shares of our common stock on an as-converted and as-exchanged basis.
Added
Estimated revenue for ground transportation, air & ocean forwarding, intermodal drayage, and contract logistics approximated 63%, 13%, 9% and 15% of operating revenue, respectively during 2025. 43 Key Operating Statistics 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Removed
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our exposure to market risk relates principally to changes in interest rates and fuel prices. Our interest expense is, in part, sensitive to the general level of interest rates.
Added
Item 7A. Quantitative and Qualitative Disclosures About Market Risk Our principal exposure to interest rate risk relates to outstanding borrowing under our Credit Agreement which incurs interest at variable rates. Borrowings under the Credit Agreement incur interest at SOFR or a base rate, plus an applicable margin.
Removed
The outstanding balance under our Revolving Credit Facility as of December 31, 2024 wa s $ 75,000 on a straight-line basis over the estimated useful lives of 30 to 40 years for building and improvements, three to ten years for equipment, the lesser of the estimated useful life or the initial lease term for leasehold improvements and five years for computer software.
Added
As of December 31, 2025, the Company had total variable interest rate borrowings of $1,045,000 and no amounts outstanding under the revolving credit portion. Assuming variable rate debt levels remain at $1,045,000 for a full year, a 150-basis point increase in interest rates on our variable rate debt would increase interest expense by approximately $15,675 annually. Item 8.
Removed
Land is not depreciated and construction in progress is not depreciated until ready for service. A hypothetical increase in our Revolving Credit Facility borrowing rate of 150 basis points would have increased our annual interest expense by approximately $1,627 and would have decreased our annual cash flow from operations by approximately $1,627.
Removed
Our finance lease obligations we re $47,788 as of December 31, 2024. These finance lease obligations bear interest at a fixed rate. Accordingly, there is no exposure to market risk related to these obligations.
Removed
We are exposed to the effects of changes in the price and availability of fuel, as more fully discussed in Item 1A, “Risk Factors” - under the title “ Volatility in fuel prices, shortages of fuel or the ineffectiveness of our fuel surcharge program could have a material adverse effect on our results of operations and profitability .” Item 8.

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