Forward Air (NASDAQ: FWRD) trims board to seven seats

Rhea-AI Filing Summary

Forward Air Corporation reported that director Michael B. Hodge resigned from its board of directors effective August 29, 2025. He had served on the Board’s Corporate Governance and Nominating Committee. The company states that his resignation reflects personal and professional considerations and does not arise from any disagreement over operations, policies, or practices.

In connection with his departure, Eve Omni Investor, LLC agreed to waive its director designation rights under a shareholders agreement dated January 25, 2024. The Board is also reducing its size from eight directors to seven directors following the resignation.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2025

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

62-1120025

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

1915 Snapps Ferry Road

Building N

Greeneville

TN

37745

(Address of principal executive offices)

(Zip Code)

000-22490

(Commission File Number)

Registrant’s telephone number, including area code: (423) 636-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FWRD

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On August 29, 2025, Michael B. Hodge resigned as a member of the board of directors (the “Board”) of Forward Air Corporation, a Delaware corporation (the “Company”), effective August 29, 2025. Mr. Hodge served as a member of the Board’s Corporate Governance and Nominating Committee. Mr. Hodge’s decision to resign is a personal and professional decision and not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with Mr. Hodge’s departure, Eve Omni Investor, LLC (“Eve Omni”) has agreed to waive its director designation rights under the Shareholders Agreement, dated as of January 25, 2024, by and among the Company, Eve Omni and Omni Investor Holdings, LLC.

In connection with the resignation of Mr. Hodge, the Board is reducing its size from eight directors to seven directors.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

No.						Exhibit
104						Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						FORWARD AIR CORPORATION
Date: September 2, 2025						By:			/s/ Shawn Stewart
						Name: Title:			Shawn Stewart Chief Executive Officer

FAQ

Why did Michael B. Hodge resign from Forward Air (FWRD)'s board?

Forward Air states that Michael B. Hodge resigned from the board on August 29, 2025 for personal and professional reasons, and that it was not due to any disagreement regarding the company’s operations, policies, or practices.

What board role did Michael B. Hodge hold at Forward Air (FWRD)?

Michael B. Hodge served as a member of Forward Air’s Corporate Governance and Nominating Committee before his resignation from the board.

How does Michael B. Hodge’s resignation affect Forward Air (FWRD)'s board size?

Following his resignation, Forward Air’s board of directors is being reduced from eight directors to seven directors.

What action did Eve Omni Investor, LLC take in connection with the Forward Air (FWRD) board change?

In connection with the departure of Michael B. Hodge, Eve Omni Investor, LLC agreed to waive its director designation rights under a January 25, 2024 shareholders agreement.

Does Forward Air (FWRD) report any disagreement with Michael B. Hodge?

No. Forward Air states that Mr. Hodge’s decision to resign was not the result of any disagreement with the company on matters related to operations, policies, or practices.

Who signed the Forward Air (FWRD) 8-K reporting the director resignation?

The 8-K reporting the resignation was signed on behalf of Forward Air by Shawn Stewart, the company’s Chief Executive Officer.