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

Quarterly report [Sections 13 or 15(d)]

Noncontrolling Interest

Noncontrolling Interest

6 Months Ended

Jun. 30, 2025

As discussed in Note 2 Acquisition and Umbrella Partnership C Structure, the Company consolidates the financial results of Opco and reports a noncontrolling interest related to the Class B Opco units held by noncontrolling interest holders in its consolidated financial statements.

As of June 30, 2025, the Company holds 30,426 Class A Units in Opco and the existing direct and certain indirect equity holders of Omni (“Omni Holders”) hold 9,423 units of Opco designated as Class B Units (“Opco Class B Units”) and 9,423 corresponding Company Series B Preferred Units which together are exchangeable into 9,423 shares of Common Stock of the Company. The following tables provide the issuance and exchange activity of the Opco Class B Units and the corresponding fully diluted noncontrolling interest ownership percentage in Forward Air as of June 30, 2025 and 2024, respectively based on such exchange activity.


	Opco Class B Units	Fully Diluted Ownership
Outstanding units at December 31, 2024	10,088	25.3	%
Exchanged into shares of Common Stock	(585)
Outstanding units at March 31, 2025	9,503	23.8	%
Exchanged into shares of Common Stock	(80)
Outstanding units at June 30, 2025	9,423	23.5	%


	Opco Class B Units	Opco Series C-2 Preferred Units	Fully Diluted Ownership
Outstanding units at December 31, 2023	—	—	0.0	%
Units issued in the Omni Acquisition	4,435	7,670
Outstanding units at March 31, 2024	4,435	7,670	31.4	%
Conversion of Opco Series C-2 preferred units to Opco Class B units	7,670	(7,670)
Outstanding units at June 30, 2024	12,105	—	30.4	%

As of June 30, 2025, there have been a total of 2,673 Opco Class B Units and corresponding Company Series B Preferred Units exchanged for 2,673 shares of Common Stock, and such actual exchanges and subsequent issuances represented 8.7% of the outstanding shares of Common Stock as of the end of such period. As of June 30, 2024, there had been no exchanges of Opco Class B Units and corresponding Company Series B Preferred Units and represented 0.0% of the outstanding shares of Common Stock as of the end of such period.