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

Quarterly report [Sections 13 or 15(d)]

Noncontrolling Interest

Noncontrolling Interest

3 Months Ended

Mar. 31, 2026

As of March 31, 2026, the Company holds 31,222 Class A Units in Opco and the existing direct and certain indirect equity holders of Omni (“Omni Holders”) hold 8,627 units of Opco designated as Class B Units (“Opco Class B Units”) and 8,627 corresponding Company Series B Preferred Units which together are exchangeable into 8,627 shares of Common Stock of the Company. The following tables provide the issuance and exchange activity of the Opco Class B Units for the three months ended March 31, 2026 and 2025, and the corresponding fully diluted noncontrolling interest ownership percentage in the Company based on such exchange activity.


	Opco Class B Units	Fully Diluted Ownership
Outstanding units at December 31, 2025	8,760	22.0	%
Exchanged into shares of common stock	(133)
Outstanding units at March 31, 2026	8,627	21.5	%


	Opco Class B Units	Fully Diluted Ownership
Outstanding units at December 31, 2024	10,088	25.3	%
Exchanged into shares of common stock	(577)
Outstanding units at March 31, 2025	9,511	23.8	%

As of March 31, 2026, there have been a total of 3,478 Opco Class B Units and corresponding Company Series B Preferred Units exchanged for 3,478 shares of common stock, and such actual exchanges and subsequent issuances represented 11.0% of the outstanding shares of common stock as of the end of such period. As of March 31, 2025, there had been a total of 2,602 Opco Class B Units and corresponding Company Series B Preferred Units exchanged for 2,602 shares of common stock, and such actual exchanges and subsequent issuances represented 8.6% of the outstanding shares of common stock as of the end of such period.