On May 8, 2026, Forward Air Corporation found itself at the center of a significant legal development as Robbins Geller Rudman & Dowd LLP, Grant & Eisenhofer P.A., and Collins Shelton Blair & Wright PLLC announced a proposed settlement in the stockholder litigation involving the company. This action is poised to impact a broad array of shareholders and stakeholders as it progresses through the Tennessee Chancery Court system.

1. Overview of the Litigation

The litigation, formally titled Cambria County Employees Retirement System and Michael A. Roberts v. Forward Air Corporation et al., is a class action suit that has been pending in the Third Judicial District for the State of Tennessee. The case concerns the merger agreement made between Forward Air and Omni Newco, LLC and its subsidiaries on August 10, 2023. The plaintiffs allege various claims against Forward Air and its executives, seeking to protect the interests of shareholders.

Proposed Settlement Details

The plaintiffs and defendants have reached a proposed settlement agreement valued at $28 million in cash. This settlement aims to resolve all claims within the ongoing action. The settlement is contingent upon approval from the Chancery Court and will be discussed in a forthcoming Settlement Hearing scheduled for June 25, 2026, at 10:00 a.m. The hearing will determine the adequacy of the settlement, the representation of the class, and whether the proposed settlement is in the best interests of the shareholders.

Settlement Hearing: What to Expect

The Settlement Hearing, presided over by The Honorable Douglas T. Jenkins, will take place either in person at the Greene County Courthouse in Greeneville, Tennessee, or remotely, depending on the court's discretion. Key points that will be addressed during the hearing include:

Final certification of the class for settlement purposes.

Evaluation of whether the plaintiffs and their counsel have adequately represented the class.

Consideration of the fairness and reasonableness of the proposed settlement.

Approval of the plan for allocation of the net settlement fund.

Hearing objections related to the settlement and the proposed plan of allocation.

Actions Required from Shareholders

All shareholders of Forward Air Corporation as of August 10, 2023, are considered part of the class and may be entitled to share in the settlement's net proceeds. Shareholders are encouraged to review the full notice regarding the settlement, as their rights may be affected.

Proof of Claim: Class members must submit a Proof of Claim by mail or electronically by July 10, 2026, to be eligible for compensation from the settlement fund.

Objections: Any objections to the settlement or related matters must be filed with the court by June 3, 2026.

Requests for Exclusion: Those wishing to be excluded from the settlement must submit a request by May 29, 2026.

Implications for Forward Air Corporation

The resolution of this litigation could have far-reaching implications for Forward Air. While the settlement aims to put an end to the uncertainty surrounding the merger and associated claims, it also highlights the importance of corporate governance and shareholder relations. A successful settlement could restore confidence among investors and pave the way for a smoother transition into the new operational framework post-merger.

2. Conclusion

As Forward Air Corporation navigates this pivotal moment in its corporate history, stakeholders will be closely watching the developments leading up to the Settlement Hearing on June 25, 2026. The proposed settlement reflects a significant step towards resolving the ongoing litigation and may set a precedent for how similar cases are approached in the future. Shareholders and interested parties are urged to stay informed and participate actively in the proceedings to ensure their voices are heard.

Original press release