{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-211385","form_type":"8-K","ticker":"FWRD","cik":"0000912728","company_name":"FORWARD AIR CORP","filed_at":"2023-08-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:37.001172+00:00","generated_at":"2026-06-11T13:39:47.291286+00:00","sec_items":["1.01","3.02","5.02","7.01","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Forward Air to acquire Omni Newco for $150M cash and equity; Omni holders get up to 37.7% of FWRD","bullets":["Total consideration: $150M cash plus common equity (16.5% of FWRD shares) and convertible preferred (up to 37.7% fully diluted if conversion approved).","Financing: $1.85B senior secured bridge/term loan and $400M revolver from Morgan Stanley, Citi, Goldman Sachs, JPMorgan.","Board expansion: Four Omni-designated directors to join; John J. Schickel, Jr. to become director and executive with $750K base salary, 100% target bonus, $3.5M equity.","Closing expected by Feb 10, 2024 (extendable to May 10, 2024); subject to antitrust approval and other conditions; Omni holder approval already obtained."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-211385","json":"https://secwatch.observer/filing/0001193125-23-211385.json","markdown":"https://secwatch.observer/filing/0001193125-23-211385.md","text":"https://secwatch.observer/filing/0001193125-23-211385.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/0001193125-23-211385-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/d540303d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-11T13:39:47.291286+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e2fa897608","claim":"Scott M. Niswonger resigned as Director at FORWARD AIR CORP.","evidence_excerpt":"On August 10, 2023, Mr. Scott M. Niswonger submitted to the Chairman of the Board a notice of resignation from his position as a Director of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/0001193125-23-211385-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"d5e1439d8e1d108bb28b633d6db1c792268ab522","claim":"FORWARD AIR CORP entered into Agreement and Plan of Merger with Omni Newco LLC valued at $150 million in cash (effective 2023-08-10).","evidence_excerpt":"On August 10, 2023, Forward Air Corporation, a Tennessee corporation (“ Parent ” or the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Omni Newco LLC, a Delaware limited liability company (“ Omni ”), and certain other parties. The Merger Agreement provides that Parent, through a series of transactions involving Parent’s direct and indirect subsidiaries (collectively with the other transactions contemplated by the Merger Agreement and the other Transaction Agreements referred to therein, the “ Transactions ”), will acquire Omni for a combination of (a) $150 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of Parent’s outstanding common stock","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912728/000119312523211385/0001193125-23-211385-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Omni Newco LLC"},{"label":"Value","value":"$150 million in cash"},{"label":"Effective","value":"2023-08-10"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}