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 Document July 28, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561 Attention: Gus Rodriguez Karl Hiller Re: Forward Air Corporation Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 24, 2025, as amended File No. 000-22490 Ladies and Gentlemen: This letter is submitted on behalf of our client, Forward Air Corporation, a Delaware corporation (the “ Company ” or “ Forward ”) in response to the comments from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) with respect to the above referenced Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 24, 2025 (as amended, the “ Form 10-K ”) set forth in a letter to the Company dated June 27, 2025 (the “ Comment Letter ”). The numbered paragraphs and headings below correspond to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Form 10-K. 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 underlying 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 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. Response : The Company respectfully acknowledges the Staff’s comment relating to the disclosure of operating statistics for the Company’s Omni Logistics reportable segment. Prior to the Omni Acquisition on January 25, 2024, the Company reported in two segments, Expedited Freight and Intermodal. Given that the Company has operated the businesses that comprise these segments for many years, the Company has developed key operating statistics for each of these segments, which were consistently reported and discussed in the Company’s MD&A disclosure pursuant to Item 303(a) and (b) of Regulation S-K. As previously disclosed, since the closing of the Omni Acquisition, the Company has been focused on integrating the Omni business as part of a broader transformation strategy to create an integrated provider. Consistent with that strategy, the Company has publicly stated that it is evaluating its framework for segment reporting of financial results and that it has initiated a comprehensive review of strategic alternatives to maximize stockholder value. During this period of continued integration, transformation and strategic review, the Company has measured and managed the performance of the Omni Logistics segment based on its revenues and income and has not identified, utilized or disclosed any additional metrics to evaluate, manage, or predict the future performance of the Omni Logistics segment. As such, for fiscal year 2024, the Company’s discussion regarding the Omni Logistics segment included in its Annual Report on Form 10-K was limited to the segment’s revenues and income. Once the Company completes its previously disclosed strategic review and implements any related or independent changes to its segment reporting structure, in its MD&A disclosure, the Company will, for each reportable segment, disclose the operating statistics that it has determined are key indicators of the particular segment’s operating performance from quarter to quarter as required by Item 303(a) and (b) of Regulation S-K. 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. Response : The Company respectfully advises the Staff that in future filings, until such time as the Company has fully integrated the Omni Acquisition, the Company will include the following in its MD&A disclosures (i) any ongoing issues related to the Omni integration including related uncertainties and concerns that are reasonably likely to have a material effect on the integration of the Omni business and (ii) any changes in circumstance that have occurred since the Company’s initial expectations regarding the anticipated benefit of the Omni Acquisition that the Company believes are reasonably likely to cause a material adverse change in the expectations that were conveyed and the reason for the Company’s assessment. By way of example, with respect to the quarter ended June 30, 2025, the Company plans to include the following disclosure in the MD&A section of its Quarterly Report on Form 10-Q for such period (the “Second Quarter 2025 10-Q”): “At the time of the Omni Acquisition, we disclosed certain expectations regarding potential synergies from the acquisition and highlighted issues that would have to be addressed as we execute on the Omni integration, which issues are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, “Risk Factors” - under the title “ The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits. ” Since that time, we have made significant progress on our integration plans and exceeded our initial expectations regarding cost synergies. However, there are continued uncertainties that may affect our ability to successfully complete the full integration of the Omni business or realize its anticipated long-term benefits including revenue synergies. Specifically, we are continuing to integrate operational and administrative technology platforms and systems which are critical to our operational processes and administrative functions, as well as customer service and experience. In addition, as previously disclosed, we are implementing a strategic review of the combined business which includes evaluating and integrating the solutions and service offerings available to our customers in order to maximize revenues and efficiencies. Finally, we continue to execute on strategies to retain existing customers and vendors as we finalize our strategic review and implement any resulting changes to our business and operations.”   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. Response : The Company respectfully advises the Staff that, upon review, the Company determined that (i) all references to any correlation between its Revolving Credit Facility and the estimated useful lives of buildings and improvements, equipment, terms for leasehold improvements, and computer software and (ii) the inconsistency on pages 62, 64 and F-27 regarding an outstanding balance under its Revolving Credit Facility were both due to inadvertent typographical errors, which will be corrected in future filings, beginning with the Second Quarter 2025 10-Q. As of December 31, 2024, no borrowings were outstanding under its Revolving Credit Facility. With regard to the Company’s disclosure concerning exposure to the effects of changes in the price and availability of fuel, upon further review, the Company has determined that its exposure to fuel price and availability fluctuations does not materially impact its results of operations, cash flows or financial position. The Company does not enter into transactions or hold market risk sensitive instruments to hedge fuel price volatility. Changes in the price of fuel are generally passed on to the Company’s customers through a fuel surcharge program, with surcharge rates set on a weekly basis. The Company plans to remove this disclosure and revise the related risk factor disclosure accordingly. The Company will continue to monitor the potential impact of fuel price and availability and, to the extent material, will, in future filings, include the required disclosure after considering the guidance in Item 305 of Regulation S-K regarding the appropriate disclosure format to utilize in disclosing any fuel 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. • 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. Response : The Company respectfully acknowledges the Staff’s comments with respect to disclosure regarding the extinguishment of Omni debt at the closing of the Omni Acquisition and additional details regarding the equity consideration paid in connection with the Omni Acquisition. In future filings, beginning with the Second Quarter 2025 10-Q, the Company will revise its disclosure relating to the consideration paid in the Omni Acquisition, including in the notes to its financial statements, to (i) include, as a component of the consideration paid, the specific amount of Omni debt that was repaid at the closing of the transaction and (ii) specify the particular numbers of each class of securities that were issued as consideration in the Omni Acquisition, which disclosure will (1) indicate that the preferred instruments were subdivided into units, (2) specify the number of units and (3) explain the Company’s rationale for this approach. The Company respectfully refers the Staff to its proposed revised disclosure as set forth in Schedule III attached hereto. • Disclose the basis that was utilized in determining the form of consideration that would be offered and issued to the various participants. Response : The Company respectfully advises the Staff that the Company chose to issue a combination of cash and equity consideration because the combined consideration achieved the Company’s desired post-closing capital structure as well as allowed former shareholders of Omni to participate in the post-acquisition combined entity. The issuance to each former Omni shareholder of a combination of common equity and non-voting preferred equity was consistent with Nasdaq listing rules regarding the issuance of voting equity. An Up-C structure was utilized, among other reasons, to defer gain recognition for certain of the former Omni shareholders. As described in more detail in the response to Comment 5 below, this structure allowed for the issuance as acquisition consideration either equity consideration directly in the Company or economically equivalent equity consideration in Clue Opco, LLC (“Opco”), which deferred gain recognition. • 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. Response : The Company respectfully advises the Staff that, with respect to conversions of preferred equity issued in connection with the Omni Acquisition, in future filings, beginning with its Second Quarter 2025 10-Q, the Company will update its disclosure in the Noncontrolling Interest footnote to the Company’s consolidated financial statements to provide the dates, the number of shares and corresponding units received, and the number of shares of Common Stock issued in the exchange. The Company respectfully refers the Staff to its proposed revised disclosure as set forth in Schedule I attached hereto. • 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. Response : The Company respectfully advises the Staff that in future filings, beginning with its Second Quarter 2025 10-Q, the Company will include, in the Noncontrolling Interest footnote to the Company’s consolidated financial statements, the percentage of outstanding shares of Common Stock that were issued in connection with actual exchanges made during the relevant reporting period. The Company respectfully refers the Staff to its proposed revised disclosure as set forth in Schedule I attached hereto. • 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. Response : The Company respectfully advises the Staff that the Company’s equity s