Forward Air Corporation Quarterly report [Sections 13 or 15(d)]

Quarterly report [Sections 13 or 15(d)]

Net Loss Per Share

Net Loss Per Share

3 Months Ended

Mar. 31, 2025

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during each period. Restricted shares have non-forfeitable rights to dividends and as a result, are considered participating securities for purposes of computing net income per common share pursuant to the two-class method. Diluted net loss per common share assumes the exercise of outstanding stock options and the vesting of performance share awards using the treasury stock method when the effects of such assumptions are dilutive.

A reconciliation of net loss attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net loss per share during the three months ended March 31, 2025 and 2024 is as follows:


	Three Months Ended
	March 31, 2025		March 31, 2024

Numerator:
Net loss	$	(61,191)	$	(88,794)

Less, net loss attributable to noncontrolling interest	(10,554)		(27,082)

Net loss attributable to Forward Air	(50,637)		(61,712)

Dividends allocated to Opco C-2 Preferred Units	—		(11,867)





Numerator for basic and diluted net loss per share	$	(50,637)	$	(73,579)


Denominator:
Denominator for basic and diluted net loss per share - weighted-average number of common shares outstanding	30,193		26,217



Basic and diluted net loss per share attributable to Forward Air:


Net loss per basic and diluted share1	$	(1.68)	$	(2.81)





1Rounding may impact summation of amounts.

The number of shares that were not included in the calculation of net loss per diluted share because to do so would have been anti-dilutive for the three months ended March 31, 2025 and 2024 are as follows:


	Three Months Ended
	March 31, 2025	March 31, 2024
Anti-dilutive stock options	247	287
Anti-dilutive performance shares	55	12
Anti-dilutive restricted shares and deferred stock units	293	181
Total anti-dilutive shares	595	480