---
schema_version: "secwatch.filing_event.v1"
accession: "0000950157-24-000074"
form_type: "8-K"
ticker: "FWRD"
cik: "0000912728"
company_name: "FORWARD AIR CORP"
filed_at: "2024-01-24T23:59:59+00:00"
generated_at: "2026-06-06T19:43:35.681432+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Forward Air settles Omni litigation; amends merger to $20M cash plus equity stake up to 35%

## Summary
- Settled all claims in Omni Newco v. Forward Air (Del. Ch.) and entered Amendment No. 1 to Merger Agreement.
- New consideration: $20M cash + 5,135,005 common shares (16.5% fully diluted); with conversion approval another 8,880,010 shares (total 35%).
- If forward fails to close and court orders specific performance, consideration reverts to original $150M cash plus higher equity.
- Outside date extended to June 30, 2024; forward must fund interest on Omni's debt if closing slips past March 31.
- If governmental restraint prevents closing by Feb 10, 2024, consideration also reverts to original.

## SEC filing metadata
- accession: 0000950157-24-000074
- form_type: 8-K
- ticker: FWRD
- cik: 0000912728
- company_name: FORWARD AIR CORP
- filed_at: 2024-01-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/912728/000095015724000074/0000950157-24-000074-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/912728/000095015724000074/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950157-24-000074
- JSON: https://secwatch.observer/filing/0000950157-24-000074.json
- Plain text: https://secwatch.observer/filing/0000950157-24-000074.txt

## Key facts
- Material Agreements
  FORWARD AIR CORP entered into Settlement and Release Agreement with Omni Newco, LLC and certain other parties (effective 2024-01-22).
  - Action: entry
  - Agreement: settlement
  - Counterparty: Omni Newco, LLC and certain other parties
  - Effective: 2024-01-22
  source text: On January 22, 2024, Forward Air Corporation (the “ Company ” or “ Forward ”), Omni Newco, LLC, a Delaware limited liability company (“ Omni ”), and certain other parties entered into a Settlement and Release Agreement (the “ Settlement Agreement ”), settling all litigation claims that were the subject of proceedings pending in the matter of Omni Newco, LLC v Forward Air Corporation, et al , No. 2023-1104 (Del. Ch.) (the “ Transaction Litigation ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000095015724000074/0000950157-24-000074-index.htm
- Material Agreements
  FORWARD AIR CORP amended Amendment No. 1 to the Original Merger Agreement with Omni Newco, LLC (effective 2024-01-22).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Omni Newco, LLC
  - Effective: 2024-01-22
  source text: On January 22, 2024 (the “ Amendment Date ”), Forward and Omni entered into the Amendment which, among other things, provides that Forward will acquire Omni for a combination of (a) $20,000,000 of cash and (b) (i) common equity consideration representing 5,135,005 shares of Forward’s outstanding common stock, par value $0.01 per share (“ Common Stock ”) on an as-converted and as-exchanged basis (the “ Common Equity Consideration ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/912728/000095015724000074/0000950157-24-000074-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.