Forward Air Merger $28M Securities Class Action Settlement

Investors who held Forward Air Corp. common stock as of Aug. 10, 2023, the date Forward Air entered into a merger agreement with Omni Newco LLC and its subsidiaries, may be eligible to claim a cash payment from a class action settlement.

Forward Air and certain directors agreed to pay $28 million to settle a class action lawsuit alleging they violated Tennessee law and breached their fiduciary duties by depriving Forward Air common stockholders of their right to vote on the merger with Omni.

Who can file a claim?

The settlement includes all shareholders of Forward Air as of Aug. 10, 2023, and their successors in interest who obtained shares by operation of law.

Additional details

• Both individuals and entities can be class members.
• The actual beneficial holder or a legal representative must submit the claim.
• Joint holders must each sign the claim form.
• Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.

How much can class members get?

The total settlement fund is $28,000,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of eligible shares each class member held as of Aug. 10, 2023
• The combined eligible shares of all class members
• The amount of the net settlement fund after court-approved deductions

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• Each class member's payment equals the number of eligible shares they held as of Aug. 10, 2023, divided by the combined eligible shares of all class members and multiplied by the net settlement fund.
• Eligible shares are shares of Forward Air common stock class members owned as of the date of the merger agreement.
• Class members whose payment would be less than $10 will not receive a payout.

How to claim a Forward Air class action settlement payment

Class members may file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is July 10, 2026.

Settlement administrator's mailing address: Forward Air Stockholder Settlement, c/o Verita Global, P.O. Box 301171, Los Angeles, CA 90030-1171

Proof or documentation required to submit a claim

All class members must provide:

• The last four digits of their Social Security number or their full taxpayer identification number
• The total number of Forward Air common shares held as of Aug. 10, 2023
• Documentation to support their holdings of Forward Air common stock. Acceptable proof includes:
• Stockbroker confirmation slips
• Brokerage account statements
• Authorized statements from a broker containing transactional and holding information

Payout options

• Physical check
• Electronic payment

$28 million settlement fund

The $28,000,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys' fees: Up to $8,400,000
• Attorneys' expenses: To be determined
• Service awards to plaintiffs: Up to $5,000 each ($10,000 total)
• Payments to eligible class members: Remainder of the fund

Important dates

• Opt-out deadline: May 29, 2026
• Fairness hearing: June 25, 2026
• Deadline to file a claim: July 10, 2026

When is the Forward Air class action settlement payout date?

The settlement administrator will issue payments after it completes processing and the court resolves any appeals and grants final approval to the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged Forward Air and its directors violated Tennessee law and breached their fiduciary duties by depriving Forward Air common stockholders of their right to vote on the merger with Omni.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Claim form