Forward Air Corp Files S-1/A Amendment

TL;DR

FWRD S-1/A filed - looks like they're updating their registration docs.

AI Summary

Forward Air Corp filed an S-1/A amendment on July 8, 2024, for its registration statement. The company, incorporated in Tennessee with its principal executive offices at 1915 Snapps Ferry Road, Greeneville, TN 37745, is involved in freight and cargo transportation. This filing is an amendment to a previous registration, indicating ongoing or updated disclosures related to its securities.

Why It Matters

This S-1/A filing signifies an update or correction to Forward Air Corp's registration statement, which could impact investor understanding of the company's financial status and future plans.

Risk Assessment

Risk Level: medium — S-1/A filings are typically for registration statements, which can involve significant corporate actions or disclosures that may carry inherent risks for investors.

Key Players & Entities

• FORWARD AIR CORP (company) — Registrant
• 0000912728 (company) — Central Index Key
• 4731 (company) — Standard Industrial Classification
• 621120025 (company) — IRS Number
• TN (company) — State of Incorporation
• 1915 SNAPPS FERRY ROAD (company) — Business Address
• GREENEVILLE (company) — Business City
• 37745 (company) — Business Zip
• 4236367000 (company) — Business Phone
• LANDAIR SERVICES INC (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — 5,018 shares of Common Stock, par value $0.01 ("Common Stock") of Forward Air Corpora
• $18.79 — e closing price of our Common Stock was $18.79 per share. Investing in our securitie
• $100 million — subsidiaries, for a combination of (a) $100 million in cash (which includes transaction cos
• $80 million — udes transaction costs of approximately $80 million), (b) the Common Equity Consideration (

Filing Documents

• fwrd-20240708.htm (S-1/A) — 458KB
• eyconsents-1final.htm (EX-23.1) — 3KB
• deloitteconsents-1final.htm (EX-23.2) — 2KB
• 0001628280-24-031402.txt ( ) — 618KB
• fwrd-20240708.xsd (EX-101.SCH) — 2KB
• fwrd-20240708_lab.xml (EX-101.LAB) — 24KB
• fwrd-20240708_pre.xml (EX-101.PRE) — 14KB
• fwrd-20240708_htm.xml (XML) — 1KB

USE OF PROCEEDS

USE OF PROCEEDS 11 SELLING SHAREHOLDERS 12 PLAN OF DISTRIBUTION 17 LEGAL MATTERS 20 EXPERTS 20 WHERE YOU CAN FIND MORE INFORMATION 20 You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date. Throughout this prospectus, unless otherwise noted or otherwise suggested by context, all references to the "Company", "we," "us" or "our" refer to Forward Air Corporation. TRADEMARKS This prospectus and the documents incorporated by reference into this prospectus contain references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names may appear without the or symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements made in this prospectus and the documents incorporated by reference into this prospectus are "forward-looking statements." Words such as "estimates," "projected," "expects," "estimated," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "would," "future," "propose," "target," "goal," "objective," "outlook" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future

RISK FACTORS

RISK FACTORS An investment in shares of our Common Stock involves risks and uncertainties. In addition to the other information included in this prospectus or incorporated by reference herein, you should consider carefully the factors set forth below and in the section entitled "Risk Factors" in our 2023 Form 10-K incorporated by reference herein before making an investment decision to purchase shares of our common stock. See "Where You Can Find More Information" and "Incorporation by Reference." We seek to identify, manage and mitigate risks to our business, but risks and uncertainties are difficult to predict, and many are outside of our control and therefore cannot be eliminated. You should be aware that it is not possible to predict or identify all of these factors and that the following is not meant to be a complete discussion of all potential risks or uncertainties. If known or unknown risks or uncertainties materialize, our business, results of operations or financial condition could be adversely affected, potentially in a material way, which could result in a partial or complete loss of your investment. Risks Related to This Offering and Ownership of Our Common Stock The stock price of our Common Stock may fluctuate significantly, and you could lose all or part of your investment in our Common Stock as a result. We cannot predict the prices at which shares of our Common Stock may trade. The market price of shares of our Common Stock may be highly volatile and fluctuate significantly due to a number of factors, some of which may be beyond our control, including: our quarterly or annual earnings or those of our competitors; variations in our quarterly dividends, if any, to shareholders; actual or anticipated fluctuations in our operating results or those of our competitors; publication of research reports about us, our competitors or our industry, changes in, or failure to meet, estimates made by securities analysts or ratings agencies of our financ

View Full Filing

View this S-1/A filing on SEC EDGAR