10-K/A: Forward Air Corporation Amends 10-K Filing to Correct Capital Stock Description

Forward Air Corporation filed an amendment to its 2024 Annual Report on Form 10-K to replace an incorrect exhibit related to the description of its capital stock.

Summary

• Forward Air Corporation has amended its Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
• The amendment, filed on March 25, 2025, replaces Exhibit 4.2, which contains the description of the company's capital stock.
• The original filing contained a draft that was not the most recent version.
• No other changes were made to the original filing.
• The company's authorized capital stock consists of 50,000,000 shares of common stock with a par value of $0.01 per share and 5,000,000 shares of preferred stock with a par value of $0.01 per share.
• As of March 17, 2025, there were 30,402,883 shares of common stock outstanding.
• The aggregate market value of voting stock held by non-affiliates as of June 30, 2024, was approximately $527,386,885.
• The common stock is listed on the Nasdaq Stock Market LLC under the symbol FWRD.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as the company is correcting an error in its filing, which is a good governance practice. However, the presence of anti-takeover provisions could be viewed negatively by some investors.

Positives

• The company is taking steps to ensure accurate and up-to-date information is available to investors by correcting the exhibit.

Risks

• The document outlines several anti-takeover provisions in the company's charter and bylaws, which could deter potential acquisitions.

Management Comments

• Shawn Stewart, Chief Executive Officer of Forward Air Corporation, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
• Jamie Pierson, Chief Financial Officer of Forward Air Corporation, certified that the report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Industry Context

This filing is a routine amendment to correct a specific exhibit and does not appear to reflect any broader industry trends or competitive pressures.

Stakeholder Impact

• The correction of the exhibit ensures that shareholders and potential investors have accurate information about the company's capital structure.

Key Dates

Keywords

capital stock, amendment, 10-K, Forward Air, FWRD, common stock, preferred stock