SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 27, 2025

Jamie Pierson
Chief Financial Officer
Forward Air Corp
1915 Snapps Ferry Road
Building N
Greeneville, TN 37745

 Re: Forward Air Corp
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 24, 2025
 File No. 000-22490
Dear Jamie Pierson:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Management's Discussion and Analysis
Overview, page 46

1. We note that you list various key operating statistics that are
necessary to understand
 the operating results of Expedited Fright reportable segment on page 47,
and provide
 some quantification of those statistics on page 53. We see that you also
include
 operating statistics for the Intermodal reportable segment on page 56.
However, you
 do not appear to report any similar metrics for the Omni reportable
segment, as would
 ordinarily be required to comply with Item 303(a) and (b) of Regulation
S-K.

 Please submit the revisions that you propose to include the relevant
operating statistics
 underling the activity of this segment for 2024 and the subsequent
interim period. As
 part of your response, provide us with a comprehensive description of
the key
 deliverables and performance obligations of the segment, tell how these
are measured
 June 27, 2025
Page 2

 and utilized in managing the business, and explain how each of these
were assessed
 for utility in determining the measures that you propose to include.

2. We note that on pages 20 and 21 you provide a list of issues that you
state must be
 addressed, as you continue to execute on the Omni integration, in order
to realize the
 anticipated benefits of the acquisition, including the anticipated cost
and revenue
 synergy opportunities. Please expand your disclosure in MD&A as
necessary to
 address these issues including any related uncertainties and to provide
insight on any
 progress and ongoing concerns that are reasonably likely to have
material effects.

 Please describe any changes in circumstances that have occurred since
your initial
 disclosures regarding the anticipated benefits of the merger that you
believe are
 reasonably likely to cause a material adverse change in the expectations
that were
 conveyed, along with the reasons for your assessments in this regard.

Quantitative and Qualitative Disclosures About Market Risk , page 64

3. Please revise your market risk disclosure as necessary to clarify how
your valuation of
 the outstanding balance under your Revolving Credit Facility was based
on or
 correlated with the estimated useful lives of buildings and
improvements, equipment,
 terms for leasehold improvements, and computer software, as you
currently
 report. Also reconcile the outstanding balance indicated with your
disclosure in the
 last sentence on page F-27, stating that you had no outstanding
borrowings under the
 Facility as of December 31, 2024, and related details on page 62.

 With regard to your disclosure concerning exposure to the effects of
changes in the
 price and availability of fuel, and your reference to the risk factor
disclosures on page
 20, explain to us how you have applied the guidance in Item 305 of
Regulation S-K,
 in selecting a disclosure format and in formulating the content of these
disclosures.
 Please submit the revisions that you propose to address these
requirements and to
 meaningfully convey your exposure to each area of risk.

Financial Statements
Note 3 - Acquisitions, page F-22

4. Please revise your accounting and disclosures as necessary to address
the following
 concerns regarding your description of the Omni acquisition, including
details of the
 purchase consideration, the legal structure and related effects.

 Given that you have identified as a component of "Consideration
Transferred" in
 your tabulation on page F-24, the extinguishment of Omni debt
amounting to
 $1,543,003,000, which appears to be reflected in the investing cash
outflow for
 the purchase of businesses of $1,576,219,000 on page F-9, it appears
that your
 descriptions of the purchase consideration on pages 48, 49 and F-22,
identifying
 only a $100.5 million cash component, should be revised to also
address this
 component, including the terms under which financing had been
secured.
 June 27, 2025
Page 3

 Given that you issued Series B and Series C preferred shares, in
addition to
 common shares, in completing the transaction, your disclosures
expressing the
 consideration in terms of the number of common shares "on an
as-converted and
 as-exchanged basis" should be revised to specify the particular
numbers of each
 class of securities that were issued, and considering your
disclosures on pages F-
 23, indicating the preferred instruments were subdivided into units,
also specify
 the number of units and explain your rationale for this approach.

 Disclose the basis that was utilized in determining the form of
consideration that
 would be offered and issued to the various participants.

 With regard to any conversions of the preferred shares subsequent
to issuance,
 specify the dates and the number of shares and corresponding units
that were
 received and the number of common shares that were issued in
exchange.

 Modify the disclosure indicating the equity consideration
represented 34% of the
 outstanding common stock "on a fully-diluted and as-exchanged basis"
to specify
 the interest based on actual issuances and conversions during the
period.

 Revise the equity statement on page F-8 to include the actual
number of shares of
 each class of securities that were issued or exchanged in this
transaction, to
 include the number of shares associated with the activity and
balances covering
 all of the periods to comply with FASB ASC 505-10-50-2.

 Given that some of the former shareholders of Omni appear to have
retained some
 direct interests in the business (in addition to acquiring direct
interests in your
 legacy business) through the Clue Opco LLC subsidiary, expand your
disclosure
 to clarify that you did not acquire all of the economic interests in
the business of
 Omni, and to specify the level of the minority interest therein
created.

 Revise your disclosures as necessary to distinguish between the
voting and
 economic interests established as part of your Up-C structure.

5. Given your disclosure indicating that you transferred the legacy
business into the Clue
 Opco LLC subsidiary, and then issued units representing a direct
interest in this entity
 to the former shareholders of Omni, it appears that you effectively
relinquished a
 portion of the economic interests in the legacy business as part of the
transaction. Tell
 us how you considered this component in determining the purchase
consideration and
 why this is not readily apparent in the tabulation on page F-24.

 Also explain to us your approach in valuing the Series B preferred
shares, and how the
 result correlates with the typical Up-C structure of pairing voting
rights in the parent
 with direct economic interests in the business retained (by former
shareholders via the
 June 27, 2025
Page 4

 subsidiary), and clarify why you have the Opco Series C-2 preferred
units also listed
 as consideration, or clarify if these do not also represent a retained
interest, and
 explain how these and the parent Series C preferred shares were valued.

 We expect that revisions will be necessary to clarify how you have
appropriately
 considered and applied the guidance in FASB ASC 805-20-30-1 and 7.

6. Please expand your disclosures regarding the Series B and C preferred
shares on page
 F-23, and within your discussion of the acquisition, to address both
economic and
 voting interests of these instruments to comply with FASB ASC
505-10-50-3. Please
 also summarize each class of securities/units issued by Clue Opco LLC,
with details
 sufficient to understand their utility in completing the transaction,
and relative
 significance from an economic and voting standpoint.

7. We see that you have disclosure on page 31 explaining that payments
required under
 the tax receivable agreement with former shareholders of Omni may be
substantial
 and understand that in the event of early termination, you would be
required to make a
 payment equal to the present value of anticipated future payments.

 You indicate payments will generally equate to 83.5% of tax benefits
realized as a
 result of (i) increases in the tax basis of the acquired assets
resulting from certain
 actual or deemed distributions and the future exchange of units, (ii)
certain pre-
 existing tax attributes, (iii) tax benefits realized from certain tax
allocations, and (iv)
 other tax benefits attributable to payments made under the tax
receivable agreement.

 Please expand your disclosure on page F-24 to clarify whether the
$13,270,000 that
 you have quantified for the associated liability in your purchase price
tabulation
 represents your estimate of the fair value of all payments that will be
required to fulfill
 your obligations under the tax receivable agreement, considering each of
the
 categories of circumstances that you have indicated will require such
payments.

 If this is not the case then also clearly describe any limitations with
your measurement
 approach, include an estimate of the reasonably possible range of
payments beyond
 the amount accrued, and explain how the amount compares to the payment
that would
 be required under the early termination provisions.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 27, 2025
Page 5

 Please contact Gus Rodriguez at 202-551-3752 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>