Forward Air ($FWRD) $28M Settlement
Forward Air agreed to a $28 million cash settlement to resolve claims that it deprived common stockholders of a vote on its merger agreement with Omni and related transactions.
Outline:
Forward Air announced a merger agreement with Omni in August 2023. Plaintiffs claimed the deal required a stockholder vote under Tennessee law. They also alleged Forward Air’s directors breached fiduciary duties. Forward Air and the other defendants deny wrongdoing but agreed to settle for $28 million.
Timeline:
August 10, 2023: Forward Air announced that it had entered into a merger agreement with Omni.
January 25, 2024: Forward Air announced that it had closed the transactions and completed its acquisition of Omni.
June 5, 2024: Forward Air stockholders voted to approve the conversion of non-voting preferred shares granted to Omni stockholders.
September 12, 2025: The parties informed the Court that they had reached an agreement in principle to resolve the action.
March 2, 2026: The parties entered into the Stipulation of Settlement.
Background:
Forward Air is a Tennessee corporation in the ground transportation business. On August 10, 2023, it announced a merger agreement with Omni, a private freight-forwarding and customs brokerage company that had been a long-time customer of Forward Air.
The merger consideration included cash, common equity, and non-voting convertible preferred equity. The notice states that the common equity consideration represented 16.5% of Forward Air’s outstanding common stock, and that the common and convertible preferred equity together would represent 37.7% on an as-converted basis if conversion was approved by stockholders.
Plaintiffs alleged that Forward Air’s common stockholders should have received the right to vote on the merger agreement and transactions under the Tennessee Code. They also claimed that Forward Air’s directors breached fiduciary duties by causing the Company to enter into the merger agreement without providing a vote.
Investors alleged that the transaction was transformative for Forward Air and that Forward Air’s stock price declined sharply after the merger was announced and through the closing.
Forward Air closed the transactions on January 25, 2024, and stockholders later voted on June 5, 2024 to approve the conversion of the non-voting preferred shares.
What Can Investors Expect Now?
Forward Air agreed to a $28 million cash settlement to resolve claims that it deprived common stockholders of a vote on its merger agreement with Omni and related transactions.
If you were damaged due to this situation, you can file for a payout and get your share of the settlement. You can check if you are eligible and other details in the FAQ section.
Frequently Asked Questions
All shareholders of Forward Air as of August 10, 2023 (the date Defendants agreed to the Merger Agreement with Omni Newco, LLC and its subsidiaries, including Omni Logistics LLC), and their successors in interest who obtained shares by operation of law, but excluding any Excluded Persons
The entire process usually takes 4 to 9 months after the claim deadline. But the exact timing depends on the court and settlement administration.
The final payout amount depends on your specific trades and the number of investors participating in the settlement.
If 100% of investors file their claims, the average payout will be $1.49 per share. Although typically only 25% of investors file claims, in this case, the average recovery will be $5.96 per share.
If you're eligible, you can file your claim directly from this case page by clicking the "Collect Payout" button.
More than 100 companies are currently paying out settlements. Connect your brokerage account to automatically check which ones you may have missed — or file manually for this case.
11th.com is an investor recovery company that helps investors track and collect securities class action settlements. We will:
1. Prepare documents for your payout.
2. Audit the claim and make sure you get the maximum possible payout.
3. File a claim with the settlement administration.
4. Correspond with the settlement administration to resolve emerging issues.
5. Deliver payout directly to your brokerage account.
There is no upfront cost, but we will deduct 20% of the recovered amount as a commission for our services.