福沃运输 2024年度报告

FORM10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromtoCommission File No. 000-22490 FORWARD AIR CORPORATION(Exact name of Registrant as specified in its charter) 62-1120025 (I.R.S. Employer Identification No.) (423)636-7000Registrant’s telephone number, including area code Name of Each Exchange on Which RegisteredThe Nasdaq Stock Market LLC Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.YesoNoþ Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)has been subject to such filing requirementsfor the past 90 days.YesþNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesþNoo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☑Non-accelerated filer☐Smaller reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the Registrant's executive officers during the relevant recovery period pursuant to §240.10D.1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☑ The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $527,386,885as of June30, 2024. The number of shares outstanding of the Registrant’s common stock (as ofMarch 17, 2025):30,402,883. Documents Incorporated By Reference Table of Contents Forward Air Corporation NumberPart I.Item 1.Business7Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments40Item 1C.Cybersecurity41Item 2.Properties43Item 3.Legal Proceedings43Item 4.Mine Safety Disclosures43Part II.Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities44Item 6.[Reserved]45Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations46Item 7A.Quantitative and Qualitative Disclosures About Market Risk64Item 8.Financial Statements and Supplementary Data64Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure64Item 9A.Controls and Procedures64Item 9B.Other Information68Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections68Part III.Item 10.Directors, Executive Officers and Corporate Governance68Item 11.Executive Compensation68Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters68Item 13.Certain Relationships and Related Transactions, and Director Independence68Item 14.Principal Accounting Fees and Services68Part IV.Item 15.Exhibits, Financial Statement Schedules68Exhibit Index69Signatures73Index to Financial StatementsF-2Financial Statement ScheduleS-1 Part I Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (this “Form 10-K”) contains“forward-looking statements,” as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are statements other than historicalinfo