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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
______________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2024
FORWARD AIR CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
| | TN | | | 62-1120025 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
| 1915 Snapps Ferry Road | Building N | Greeneville | TN | | 37745 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
| 000-22490 |
| (Commission File Number) |
Registrant’s telephone number, including area code: (423) 636-7000
| | |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | FWRD | | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
In connection with the finalization of the financial statements of Forward Air Corporation (the “Company”) for the three months ended March 31, 2024, the net (loss) income per diluted share has been adjusted from the previously reported figure in the Company’s press release issued on May 8, 2024. The adjustment reflects a revision related to the impact of the Company’s dividend payment on the Opco Series C-2 Preferred Units. The Company’s net (loss) income per diluted share for the three months ended March 31, 2024 decreased by $0.46 to $(2.81). There was no impact on the adjusted net (loss) income per diluted share.
The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | FORWARD AIR CORPORATION |
| | | |
Date: May 15, 2024 | | By: | /s/ Shawn Stewart |
| | | Name:
Title: | Shawn Stewart
Chief Executive Officer |