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

Quarterly report [Sections 13 or 15(d)]

Net Income (Loss) Per Share

Net Income (Loss) Per Share

9 Months Ended

Sep. 30, 2026

Basic net income (loss) per share is computed by dividing net income (loss) attributable to Forward Air by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per 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 income (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 three months ended September 30, 2025 and the nine months ended September 30, 2026 and 2025.

A reconciliation of net income (loss) attributable to Forward Air and weighted-average common shares outstanding for purposes of calculating basic and diluted net income (loss) per share is as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2026		2025		2026		2025
Numerator:
Income (loss) from continuing operations	$	9,120	$	(23,757)	$	(274,934)	$	(105,312)
Less: net loss from continuing operations attributable to noncontrolling interest	(2,259)		(7,507)		(46,431)		(25,842)
Income (loss) from continuing operations attributable to Forward Air	11,379		(16,250)		(228,503)		(79,470)
Less: earnings allocated to participating securities from continuing operations	(239)		—		—		—
Net income (loss) attributable to common shareholders from continuing operations	$	11,140	$	(16,250)	$	(228,503)	$	(79,470)

Loss from discontinued operations, net of tax	$	—	$	—	$	(2,075)	$	—
Less: net loss from discontinued operations attributable to noncontrolling interest	—		—		(338)		—


Net loss attributable to common shareholders from discontinued operations	$	—	$	—	$	(1,737)	$	—


Denominator:
Basic weighted-average shares outstanding	32,486		30,972		32,615		30,538
Dilutive effect of securities	39		—		—		—
Diluted weighted-average shares outstanding	32,525		30,972		32,615		30,538

Basic net income (loss) per share attributable to Forward Air:
Continuing operations	$	0.34	$	(0.52)	$	(7.01)	$	(2.60)
Discontinued operations	—		—		(0.05)		—
Net income (loss) per basic share	$	0.34	$	(0.52)	$	(7.06)	$	(2.60)

Diluted net income (loss) per share attributable to Forward Air:
Continuing operations	$	0.34	$	(0.52)	$	(7.01)	$	(2.60)
Discontinued operations	—		—		(0.05)		—
Net income (loss) per diluted share	$	0.34	$	(0.52)	$	(7.06)	$	(2.60)

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


	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2026	2025	2026	2025
Stock options	21	32	21	32
Restricted shares	592	62	697	328
Performance shares	224	104	497	93
Total anti-dilutive securities	837	198	1,215	453