On January 25, 2023 (Closing date), Forward Air Corporation (Forward), Omni Newco LLC (Omni) and certain other parties completed the previously announced acquisition of Omni by Forward. Pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (as amended by Amendment No. 1, dated as of January 22, 2024, the ? Amended Merger Agreement?), among Forward, Omni and the other parties thereto, Forward, through a series of transactions involving Forward?s direct and indirect subsidiaries (collectively, with the other transactions contemplated by the Amended Merger Agreement and the other Transaction Agreements referred to therein, the ?

Transactions?), acquired Omni for a combination of (a) $20 million in cash and (b) (i) common equity consideration representing 5,135,008 shares of Forward?s outstanding common stock, par value $0.01 per share on an as-converted and as-exchanged basis (Common Equity Consideration) and (ii) non-voting, convertible perpetual preferred equity consideration representing, if Forward?s shareholders give the Conversion Approval, an additional 8,880,010 shares of Forward Common Stock on an as-exchanged basis (Convertible Preferred Equity Consideration and, together with the Common Equity Consideration, the Merger Consideration). As contemplated by the Amended Merger Agreement and pursuant to the bylaws of Forward, effective as of the Closing, the Board (a) increased the size of the Board from 11 directors to 15 directors and (b) appointed Charles Anderson, Robert Edwards, Jr. and Michael Hodge to serve on the Board.