福沃运输 2025年度报告

FORM 10-K ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025Commission file number: 000-22490 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) Delaware62-1120025(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) (817) 552-5270Registrant’s telephone number, including area code Securities registered pursuant to Section12(b) of the Act: Name of Each Exchange on Which Registered Trading Symbol(s)FWRD The Nasdaq Stock Market LLC Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Exchange Act.YesNo 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 requirements forthe past 90 days.YesNo 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).YesNo 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” inRule 12b-2 of the Exchange Act. ☐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 control overfinancial 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 $598,540,233 as of June30, 2025. The number of shares outstanding of the Registrant’s common stock (as of March 6, 2026): 31,554,245. Documents Incorporated By Reference Portions of the proxy statement for the 2026 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. Table of Contents Forward Air Corporation NumberPart I.Item 1.Business7Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments37Item 1C.Cybersecurity38Item 2.Properties40Item 3.Legal Proceedings40Item 4.Mine Safety Disclosures41Part II.Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities41Item 6.[Reserved]42Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations43Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data57Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure57Item 9A.Controls and Procedures57Item 9B.Other Information60Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections60Part III.Item 10.Directors, Executive Officers and Corporate Governance60Item 11.Executive Compensation60Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters60Item 13.Certain Relationships and Related Transactions, and Director Independence60Item 14.Principal Accounting Fees and Services60Part IV.Item 15.Exhibits, Financial Statement