Forward Air (FWRD) | Credit Investor

Next 12 Months: Starting Case

$ in millions	Last 12 Months	Next Quarter (4Q26E)	vs. 4Q25A	Next 12 Months	Change
Revenue	$2,560	$657	4.1%	$2,571	0.4%
Adj. EBITDA	$269	$38	(5.2%)	$267	(0.6%)
Free Cash Flow	$32	($11)	63.3%	$69	117.9%
Net Debt, end of period	$1,512	$1,523		$1,442	(4.6%)
Net Debt / Adj. EBITDA	5.6x	5.7x		5.4x	-0.2x
Total Liquidity, end of period	$446	$435		$516	15.5%

The credit over the next year

Forward Air credit turns on whether the Expedited Freight LTL network keeps adding tonnage (up 15.6% in 3Q26) without giving back price, while Omni Logistics absorbs a partial exit by its largest customer between November 2026 and March 2027. Diesel above $6 a gallon is inflating fuel surcharge revenue and purchased transportation together, so reported revenue overstates the margin gain. With about $1.8 billion of secured debt and roughly $44 million of quarterly interest, a stall in LTL density or a sharper Omni revenue drop would quickly push leverage back up.

Leverage falls from 5.6x to 5.4x over the next four quarters on the starting case.
Free cash flow of $69mm is projected over the next year, with no itemised debt due in that time.
Net debt shrinks from $1.51bn to $1.44bn.
Liquidity a year out is $516mm, against $446mm today.

Built from the inputs on the Projections tab of the model; change them there. A starting case from history, not a forecast.

Capital Structure

Cap Structure	Amt Out.	Mkt Price	Yield	Lev. Through	View
Unrestricted Cash	$184.9
Revolving Credit Facility due 2029	0.0	100.0%	N/a	0.0x	Bullish
Term Loan B due 2030	1,045.0	100.0%	N/a	3.9x	Neutral
9.500% Senior Secured Notes due 2031	725.0	100.0%	9.50%	6.6x	Neutral
Finance lease liabilities	29.1	100.0%	N/a	6.7x	Neutral
Total Debt	$1,696.5			6.3x
Net Debt	$1,511.6			5.6x

Last Twelve Months

Revenue	$2,560
Implied Costs	(2,292)
Adj. EBITDA	$269
(-) Interest Expense	(177)
(-) Capex	(22)
Memo: FCF	$32
Total Liquidity	$446.2

Next 12 months, starting case▶ Revenue $2.56bn → $2.57bn▶ Adj. EBITDA $269mm → $267mm▲ Free cash flow $32mm → $69mm▼ Net leverage 5.6x → 5.4x▲ Liquidity $446mm → $516mm

Forward Air

			9/30/26						Face Value / Adj. EBITDA
Cap Structure	Coupon	Maturity	Amt Out.	Mkt Price	YTM	Next Call	Yield to Call	View	2020A	2022A	2023A	2024A	2025A	LTM	3Q27E LTM	3Q28E LTM
Unrestricted Cash			$184.9
Undrawn Revolver ($300mm facility)			261.3
Total Liquidity			$446.2

Revolving Credit Facility due 2029	S + 375 to 425	1/25/2029	0.0	100.0%	N/a	N/a	N/a	Bullish
Term Loan B due 2030	S + 450	12/19/2030	1,045.0	100.0%	N/a	N/a	N/a	Neutral
9.500% Senior Secured Notes due 2031	9.50%	10/15/2031	725.0	100.0%	9.50%	10/15/2026 @ 104.75	19.00%	Neutral
Finance lease liabilities	N/a	N/a	29.1	100.0%	N/a	N/a	N/a	Neutral
Total Secured Debt			$1,799.1						14.7x	6.0x	11.5x	15.0x	8.9x	6.7x	6.7x	6.8x
Net Secured Debt			$1,614.2						13.2x	5.4x	10.3x	13.5x	8.0x	6.0x	6.0x	6.1x

Other debt, discounts and issuance costs	N/a	N/a	(102.6)
Total Debt			$1,696.5						13.9x	5.6x	10.8x	14.2x	8.4x	6.3x	6.4x	6.4x
Net Debt			$1,511.6						12.4x	5.0x	9.6x	12.6x	7.5x	5.6x	5.4x	5.2x
						Adj. EBITDA			$122	$301	$157	$120	$203	$269	$267	$266

Key Financials

	2020A	2022A	2023A	2024A	2025A	LTM	3Q27E LTM	3Q28E LTM
Revenue	$1,270	$1,680	$1,371	$2,474	$2,495	$2,560	$2,571	$2,534
Y/Y Growth		32.3%	(18.4%)	80.5%	0.8%		0.4%	(1.5%)
(-) Cost of Revenue	(651)	--	--	--	--	--	--	--
Gross Profit	$619	--	--	--	--	--	$2,571	$2,534
Gross Margin	48.7%						100.0%	100.0%
(+/-) Other Operating Costs, net of D&A	(508)	--	--	--	--	--	(2,313)	(2,276)
EBITDA	$111	$290	$146	($919)	$189	$15	$258	$257
(+) Add-backs: stock comp, restructuring, impairments	11	11	12	1,039	13	253	9	9
Adj. EBITDA	$122	$301	$157	$120	$203	$269	$267	$266
Margin	9.6%	17.9%	11.5%	4.8%	8.1%	10.5%	10.4%	10.5%
(-) Restructuring and other cash add-backs	--	--	--	--	--	--	--	--
Cash EBITDA	$122	$301	$157	$120	$203	$269	$267	$266
(-) Interest Expense (Cash Only)	(5)	(5)	(12)	(164)	(167)	(177)	(176)	(176)
(-) Cash Taxes	--	--	--	--	(1)	7	--	--
(-) Capex	(20)	(39)	(31)	(37)	(29)	(22)	(22)	(21)
(+/-) Working Capital and Other	(21)	(45)	54	(25)	9	(46)	--	--
Memo: FCF	$76	$211	$169	($106)	$15	$32	$69	$69
% of Debt	4.5%	12.4%	9.9%	(6.3%)	0.9%	1.9%	4.1%	4.1%

Liquidity

Unrestricted Cash	$184.9
Undrawn Revolver	261.3
Total Liquidity	$446.2
(-) Debt due through 2028	-0.0
(+/-) Free cash flow, last twelve months	31.9
Liquidity after maturities and a year of cash flow	$478.1

Tranches are from the debt table in the latest quarterly or annual report.Blue figures are inputs in the model. Price is 100% of face unless marked *, which is a bond fund's own valuation from its SEC holdings report, not a traded price.Secured and unsecured are judged from each instrument's name. Adj. EBITDA is operating income plus D&A, stock compensation, restructuring and impairment charges as tagged in SEC filings; it is not the company's own adjusted figure. Free cash flow is cash from operations less capital spending.

The basket review for this company has not finished yet. When it does, this tab shows the dollar capacity to move value or prime lenders, the playbook moves that fit, and what they would do to each tranche. Meanwhile, see the liability management playbook.

The governing debt documents are listed and linked below. The review of baskets and loopholes, and the score, have not been run for this company yet.

All debt documents

Dec 19, 2023Credit Agreement dated December 19, 2023 (GN Loanco, LLC as escrow borrower, later Clue Opco LLC; Citibank, N.A. as agent) · credit agreement · Term Loan B due 2030; Revolving Credit Facility due 2029
Oct 2, 2023Indenture dated October 2, 2023 (GN Bondco, LLC as escrow issuer, later Clue Opco LLC; U.S. Bank Trust Company as trustee and notes collateral agent) · indenture · 9.500% Senior Secured Notes due 2031
Dec 30, 2024Amendment No. 3 to the Credit Agreement dated December 30, 2024 (Clue Opco LLC, the revolving lenders and Citibank, N.A.) · credit agreement amendment · Revolving Credit Facility due 2029
Feb 12, 2024Amendment No. 2 to the Credit Agreement dated February 12, 2024 (Clue Opco LLC, the revolving lenders and Citibank, N.A.) · credit agreement amendment · Revolving Credit Facility due 2029
Jan 25, 2024First Supplemental Indenture dated January 25, 2024 (Clue Opco LLC as issuer; Forward Air Corporation and subsidiary guarantors; U.S. Bank Trust Company as trustee) · supplemental indenture · 9.500% Senior Secured Notes due 2031
Jan 25, 2024Escrow Release Date Incremental Revolving Amendment dated January 25, 2024 (Clue Opco LLC, the credit parties, the lenders and Citibank, N.A.) · credit agreement amendment · Revolving Credit Facility due 2029
Jan 25, 2024Escrow Release Date Assumption and Joinder Agreement dated January 25, 2024 (GN Loanco, LLC, Clue Opco LLC, Forward Air Corporation, subsidiary guarantors and Citibank, N.A.) · other · Term Loan B due 2030; Revolving Credit Facility due 2029

Scores and summaries are an analyst-style reading of the documents produced with AI and checked against the text. They are not legal advice. Read the document before relying on any point.

Key Financials

	2020A	2022A	2023A	2024A	2025A	LTM	3Q27E LTM	3Q28E LTM
Revenue	$1,270	$1,680	$1,371	$2,474	$2,495	$2,560	$2,571	$2,534
Y/Y Growth		32.3%	(18.4%)	80.5%	0.8%		0.4%	(1.5%)
(-) Cost of Revenue	(651)	--	--	--	--	--	--	--
Gross Profit	$619	--	--	--	--	--	$2,571	$2,534
Gross Margin	48.7%						100.0%	100.0%
(+/-) Other Operating Costs, net of D&A	(508)	--	--	--	--	--	(2,313)	(2,276)
EBITDA	$111	$290	$146	($919)	$189	$15	$258	$257
(+) Add-backs: stock comp, restructuring, impairments	11	11	12	1,039	13	253	9	9
Adj. EBITDA	$122	$301	$157	$120	$203	$269	$267	$266
Margin	9.6%	17.9%	11.5%	4.8%	8.1%	10.5%	10.4%	10.5%
(-) Restructuring and other cash add-backs	--	--	--	--	--	--	--	--
Cash EBITDA	$122	$301	$157	$120	$203	$269	$267	$266
(-) Interest Expense (Cash Only)	(5)	(5)	(12)	(164)	(167)	(177)	(176)	(176)
(-) Cash Taxes	--	--	--	--	(1)	7	--	--
(-) Capex	(20)	(39)	(31)	(37)	(29)	(22)	(22)	(21)
(+/-) Working Capital and Other	(21)	(45)	54	(25)	9	(46)	--	--
Memo: FCF	$76	$211	$169	($106)	$15	$32	$69	$69
% of Debt	4.5%	12.4%	9.9%	(6.3%)	0.9%	1.9%	4.1%	4.1%

Key Drivers

Driver	4Q25A	1Q26A	2Q26A	3Q26A	4Q26E	1Q27E	2Q27E	3Q27E	4Q27E	1Q28E	2Q28E	3Q28E	Sensitivity	Next 12m impact ($mm)
Expedited Freight LTL tonnage million pounds per quarter	598.7	598.5	665.1	707.9	598.7	598.5	665.1	707.9	598.7	598.5	665.1	707.9	$0.3mm on revenue	--
Expedited Freight revenue per hundredweight, ex fuel $ per hundredweight	24.30	24.50	24.26	24.34	24.30	24.50	24.26	24.34	24.30	24.50	24.26	24.34	$7.1mm on revenue	--
US retail diesel price $ per gallon (EIA US No. 2 diesel retail, quarterly average)	3.705	4.055	5.375	5.569	5.760	4.950	4.550	4.300	4.160	4.150	4.150	4.150	$12.7mm on revenue	11
Omni Logistics segment revenue $ millions per quarter	359.8	302.4	338.5	312.3	359.8	302.4	338.5	312.3	359.8	302.4	338.5	312.3	$1.0mm on revenue	--
Intermodal drayage shipments thousand shipments per quarter	58.0	51.5	61.9	62.0	58.0	51.5	61.9	62.0	58.0	51.5	61.9	62.0	$1.0mm on revenue	--

Forward Air credit turns on whether the Expedited Freight LTL network keeps adding tonnage (up 15.6% in 3Q26) without giving back price, while Omni Logistics absorbs a partial exit by its largest customer between November 2026 and March 2027. Diesel above $6 a gallon is inflating fuel surcharge revenue and purchased transportation together, so reported revenue overstates the margin gain. With about $1.8 billion of secured debt and roughly $44 million of quarterly interest, a stall in LTL density or a sharper Omni revenue drop would quickly push leverage back up.

Bottoms-Up Projections: starting case

$ in millions	4Q25A	1Q26A	2Q26A	3Q26A	4Q26E	1Q27E	2Q27E	3Q27E	4Q27E	1Q28E	2Q28E	3Q28E
Revenue	$631	$582	$673	$674	$657	$593	$663	$658	$637	$583	$658	$656
Y/Y Growth	(0.3%)	(5.1%)	8.8%	6.7%	4.1%	2.0%	(1.5%)	(2.4%)	(3.1%)	(1.7%)	(0.8%)	(0.3%)
Adj. EBITDA	$40	$63	$81	$84	$38	$62	$83	$84	$38	$62	$83	$84
Margin	6.4%	10.7%	12.1%	12.5%	5.8%	10.4%	12.5%	12.8%	6.0%	10.6%	12.6%	12.8%
Free Cash Flow	($31)	$39	($8)	$32	($11)	$13	$34	$34	($11)	$13	$33	$34
Cash, end of period	106	141	139	185	174	186	220	254	243	256	289	323
Total Debt, end of period	1,687	1,690	1,693	1,697	1,697	1,697	1,697	1,697	1,697	1,697	1,697	1,697
Net Debt / Adj. EBITDA	7.8x	7.0x	6.5x	5.6x	5.7x	5.7x	5.5x	5.4x	5.4x	5.4x	5.3x	5.2x

Revenue is built from one revenue line, each driven by volume and by price and mix against the same quarter a year earlier. Every cost line, interest, taxes, capital spending and working capital has its own input on the Projections tab of the model. This is a starting case built from history, not a forecast.

Earnings call: Q3 2026 · Nov 9, 2026

Slides Webcast and audio replay Investor relations site

Record revenue, operating income nearly tripled, and net leverage fell to 4.7x, its lowest since the Omni deal.

Takeaways

Revenue rose 7% to $674 million, a company record for the second quarter running. Operating income was $44 million versus $15 million a year ago. Consolidated EBITDA under the term loan definition was $101 million, a 15.1% margin, up from $78 million.
Expedited Freight drove the quarter. Revenue jumped 31% and tonnage per day rose 16%, but yield per pound ex fuel fell 2.6% as the company filled empty lanes. Omni revenue fell 8% after business sales, yet its margin improved.
Interest still eats nearly all operating profit. Net interest was $44 million against $44 million of operating income. Pretax income from continuing operations was only $9 million.
Cash flow was solid but lower. Operating cash flow was $35 million and free cash flow $33 million, both down about a third from a year ago. Year to date, $155 million of operating cash flow covered $101 million of debt service.
Liquidity rose $45 million in the quarter to $446 million, with $185 million of cash and an undrawn $300 million revolver less $39 million of letters of credit. LTM Consolidated EBITDA reached $342 million.
A key customer risk eased. In October the company signed a two-year deal with one of its largest customers to keep a big share of about $250 million of 2025 revenue. Some services move away from November 2026 through March 2027.

Debt and capital

First lien debt was unchanged at $1.77 billion: a $1.045 billion term loan B due December 2030 and $725 million of senior secured notes due October 2031.
Net debt fell to $1.60 billion from $1.66 billion last quarter. Net leverage under the credit agreement was 4.7x versus 5.2x in Q2 and 5.5x a year ago. The covenant level is 5.75x.
The $300 million revolver was undrawn apart from letters of credit. The company says it has no long-term debt maturities until December 2030.
Two small Omni businesses were sold in Q2 and July 2026, bringing in about $25 million net year to date. The 10-Q says the board is exploring sales of Intermodal and parts of Omni to cut leverage.
No buybacks, refinancing or new debt actions were announced. The earlier strategic review of a whole-company sale drew no actionable offers.

Guidance

No formal financial guidance was issued in the release or slides.
The company expects revenue from its large customer in each of 2026, 2027 and 2028 to exceed the 2025 level, and the service transition is not expected to hurt 2026 revenue materially.
Management continues to pursue a sale of non-core assets, including the Intermodal segment, with proceeds aimed at debt reduction. No timing or price was given.

Tone: Upbeat and confident about execution, with management stressing records and deleveraging while the debt load stays heavy.

Q2 2026Slides · Webcast
Q1 2026Slides · Webcast
Q4 2025Slides · Webcast

Summary written with AI from Press release and earnings slides only. Forward Air does not publish a call transcript or prepared remarks on its IR site or with the SEC.. Slides, audio and any transcript are the company's and open on its own site. Full transcripts from transcript vendors are not reproduced here.

Last quarter: Third quarter 2026

Forward Air grew third quarter revenue 6.7%, nearly tripled operating income and lifted credit agreement EBITDA 31%, with liquidity up to $446mm.

Results

Revenue was $673.9mm in the third quarter, up 6.7% from $631.8mm a year earlier.
The company does not report adjusted EBITDA. It reports Consolidated EBITDA as defined in its term loan credit agreement, which was $101.5mm, up 30.7% from $77.7mm. For the last twelve months it was $341.7mm.
EBITDA before the credit agreement adjustments was $90.8mm, against $59.2mm a year earlier.
Operating income was $43.9mm, against $15.0mm, a margin of 6.5% against 2.4%.
Cash from operations was $35.3mm, down from $52.7mm. Free cash flow was $33.3mm, down from $48.9mm, after $3.1mm of capital spending.

Why

Expedited Freight revenue rose 30.5% to $337.4mm and its operating income rose to $36.5mm from $19.4mm. Tonnage per day rose 15.6%, while revenue per hundredweight excluding fuel fell 2.6%.
Omni Logistics revenue fell 8.0% to $312.3mm as ground revenue dropped 35.6%. Contract logistics rose 12.3% and air and ocean rose 24.9%. Segment operating income rose to $12.2mm from $9.7mm on lower costs.
Intermodal revenue rose 8.8% to $63.5mm, with drayage revenue per shipment up 14.1%.
Salaries, wages and benefits fell to $123.0mm from $131.9mm, and corporate costs fell. Other income included a $7.0mm gain on the sale of businesses.

Balance sheet and guidance

Cash was $184.9mm at September 30, 2026, up from $106.0mm at the end of 2025. The quarter included $16.2mm of proceeds from business sales.
Liquidity was $446mm, up $45mm from the second quarter.
Long-term debt was $1,696.5mm. Management said the net leverage ratio was the lowest since the first quarter of 2024 but the release does not give the ratio.

What to watch

The gap between credit agreement EBITDA and unadjusted EBITDA, $101.5mm against $90.8mm, including $10.6mm of add-backs labeled other.
Cash conversion. Cash from operations fell 33% even as earnings rose, with receivables absorbing $36.2mm in the quarter.
Pricing in Expedited Freight, where revenue per hundredweight excluding fuel fell 2.6%, and the decline in Omni ground revenue.

From the company's press release filed Nov 9, 2026. Figures in this section are as the company reports them, including its own adjusted EBITDA.

Filings

Earnings releases 8

Nov 9, 20268-K for Nov 9, 2026: Results · Presentation or supplement · Presentation or supplement
Aug 5, 20268-K for Aug 5, 2026: Results · Presentation or supplement · Presentation or supplement
May 7, 20268-K for May 7, 2026: Results · Presentation or supplement · Presentation or supplement
Feb 23, 20268-K for Feb 23, 2026: Results · Presentation or supplement · Presentation or supplement
Nov 5, 20258-K for Nov 5, 2025: Results · Presentation or supplement · Presentation or supplement
Aug 11, 20258-K for Aug 11, 2025: Results · Presentation or supplement · Presentation or supplement
May 7, 20258-K for May 7, 2025: Results · Presentation or supplement · Presentation or supplement
Apr 21, 20258-K for Apr 21, 2025: Results

Annual reports (10-K) 5

Quarterly reports (10-Q) 12

Current reports (8-K) 20

Oct 28, 20268-K for Oct 28, 2026: Other event
Jul 21, 20268-K for Jul 21, 2026: Regulation FD
Jul 10, 20268-K for Jul 10, 2026: Director or officer change
Jun 17, 20268-K for Jun 17, 2026: Shareholder vote
Apr 29, 20268-K for Apr 24, 2026: Director or officer change
Oct 15, 20258-K for Oct 10, 2025: Director or officer change
Sep 2, 20258-K for Aug 29, 2025: Director or officer change
Jul 14, 20258-K for Jul 11, 2025: Director or officer change
May 1, 20258-K for Apr 30, 2025: Material agreement
Mar 27, 20258-K for Mar 24, 2025: Auditor change
Mar 26, 20258-K for Mar 20, 2025: Director or officer change
Jan 21, 20258-K for Jan 14, 2025: Director or officer change
Dec 6, 20248-K for Dec 6, 2024: Director or officer change
Nov 8, 20248-K for Nov 8, 2024: Director or officer change
Nov 4, 20248-K for Nov 4, 2024: Current report
Oct 3, 20248-K for Sep 30, 2024: Director or officer change
Jul 5, 20248-K for Jul 3, 2024: Director or officer change; Regulation FD
Jun 28, 20248-K for Jun 27, 2024: Regulation FD
Jun 10, 20248-K for Jun 10, 2024: Other event
Jun 4, 20248-K for Jun 3, 2024: Shareholder vote

Proxy statements 3

Other filings 8

May 21, 2025424B3
Apr 30, 202510-K/A for Dec 31, 2024
Apr 11, 202510-K/A for Dec 31, 2024
Mar 27, 2025424B3
Mar 26, 2025424B3
Mar 25, 202510-K/A for Dec 31, 2024
Jan 21, 2025424B3
Jan 6, 2025424B3

Links open the document on SEC EDGAR. Earnings call transcripts are not SEC filings and belong to their publishers, so they are not reproduced here; the press release and slides filed with each results 8-K are.

Rating actions

Apr 9, 2025Fitch: Affirmed IDR at B for Forward Air and Clue Opco, outlook revised to negative from stable; secured facilities and notes affirmed at B+/RR3. Fitch saw execution risk in fixing the expedited freight unit and a tougher freight market, with 2025 leverage near 6x and interest coverage under 2x, both weak for a B. · source

Coming up

Mar 10, 2027Results. Full-year results for the period ending 2026-12-31. The date is an estimate: last year's filing date moved forward a year.

Recent 8-K filings

Nov 9, 2026Reported results
Oct 28, 2026Other event
Aug 5, 2026Reported results
Jul 21, 2026Regulation FD disclosure
Jul 10, 2026Director or officer change
Jun 17, 2026Shareholder vote