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

9 Months Ended

Sep. 30, 2025

Basic net loss per common share is computed by dividing net loss attributable to Forward Air Corporation by the weighted-average number of common shares outstanding during the period. 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.

The Company's unvested restricted shares contain non-forfeitable rights to dividends and are therefore considered participating securities. As such, the Company computes net loss per share using the two-class method. The two-class method is an earnings allocation formula that determines net income (loss) per share for each class of common stock and participating security according to dividends declared (or accumulated) and their respective participation rights in undistributed earnings. However, because the participating securities do not have a contractual obligation to share in the losses of the Company, no losses were allocated to these securities in the calculation of net loss per share for the periods presented.

A reconciliation of net loss attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income per share during the three and nine months ended September 30, 2025 and 2024 is as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024

Numerator:
Loss from continuing operations	$	(23,757)	$	(34,198)	$	(105,312)	$	(1,089,463)
Less, net loss from continuing operations attributable to noncontrolling interest	(7,507)		38,073		(25,842)		(314,923)
Net loss available to Forward Air, before discontinuing operations	(16,250)		(72,271)		(79,470)		(774,540)
Less, loss from discontinued operations net of tax	—		(1,137)		—		(6,013)
Net loss attributable to Forward Air	$	(16,250)	$	(73,408)	$	(79,470)	$	(780,553)








Numerator for basic and diluted net loss per share for continuing operations	$	(16,250)	$	(73,101)	$	(79,470)	$	(775,347)
Numerator for basic and diluted net loss per share for discontinued operations	$	—	$	(1,137)	$	—	$	(6,013)

Denominator:


Denominator for basic and diluted net loss per share - weighted-average number of common shares outstanding	30,972		27,941		30,538		26,983

Basic and diluted net loss per share attributable to Forward Air
Continuing operations	$	(0.52)	$	(2.62)	$	(2.60)	$	(28.73)
Discontinued operation	—		(0.04)		—		(0.22)
Net loss per basic and diluted share1	$	(0.52)	$	(2.66)	$	(2.60)	$	(28.95)





1Rounding may impact summation of amounts.

The number of shares that were not included in the calculation of net income per diluted share because to do so would have been anti-dilutive for the three and nine months ended September 30, 2025 and 2024 are as follows:


	Three Months Ended		Nine Months Ended
	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Anti-dilutive stock options	32	287	32	287
Anti-dilutive performance shares	104	7	93	13
Anti-dilutive restricted shares and deferred stock units	62	166	328	166
Total anti-dilutive shares	198	460	453	466