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

6 Months Ended

Jun. 30, 2026

Basic net loss per common share is computed by dividing net loss attributable to Forward Air 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 loss per share is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025

Numerator:
Loss from continuing operations	$	(243,856)	$	(20,364)	$	(284,054)	$	(81,555)
Less: Net loss from continuing operations attributable to noncontrolling interest	(38,289)		(7,781)		(44,168)		(18,335)
Loss from continuing operations attributable to Forward Air	(205,567)		(12,583)		(239,886)		(63,220)

Loss from discontinued operations, net of tax	$	(2,075)	$	—	$	(2,075)	$	—
Less: Net loss from discontinued operations attributable to noncontrolling interest	(342)		—		(342)		—
Loss from discontinued operations attributable to Forward Air	(1,733)		—		(1,733)		—
Net loss attributable to Forward Air	$	(207,300)	$	(12,583)	(241,619)		(63,220)








Denominator:
Denominator for basic and diluted net loss per share—weighted-average number of common shares outstanding	32,481		30,429		32,043		30,319



Basic and diluted net loss per share attributable to Forward Air:
Continuing operations	$	(6.33)	$	(0.41)	$	(7.49)	$	(2.09)
Discontinued operations	(0.05)		—		(0.05)		—
Net loss per basic and diluted share	$	(6.38)	$	(0.41)	$	(7.54)	$	(2.09)

The following securities were excluded from the calculation of loss per share as their impact would be anti-dilutive:


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2026	2025	2026	2025
Stock options	21	32	21	32
Performance shares	516	113	516	83
Restricted shares	737	496	737	319
Total anti-dilutive securities	1,274	641	1,274	434