Ridgemont-nominated directors to leave Forward Air (NASDAQ: FWRD) board

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Forward Air Corporation announced that directors Charles L. Anderson and Robert L. Edwards, Jr. will not stand for re-election at the annual stockholders’ meeting scheduled for June 17, 2026. Both were designated by Ridgemont Equity Partners under a 2024 Shareholders Agreement.

The company states their decisions are not due to any disagreement over operations, policies, or practices. After the 2026 annual meeting, the board will be reduced from seven directors to five directors, while Ridgemont Equity Partners retains its director designation rights for future elections.

8-K Event Classification

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

1 item

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.

Key Figures

Annual meeting date: June 17, 2026 Current board size: 7 directors Future board size: 5 directors

3 metrics

Annual meeting date June 17, 2026 Date of 2026 annual stockholders’ meeting

Current board size 7 directors Before changes effective after 2026 annual meeting

Future board size 5 directors Effective immediately following 2026 annual meeting

Key Terms

Shareholders Agreement, Compensation Committee, Corporate Governance and Nominating Committee, director designation rights

4 terms

Shareholders Agreement financial

"under the Shareholders Agreement, dated as of January 25, 2024"

A shareholders agreement is a written contract among a company's owners that sets out their rights, responsibilities and rules for running the business and selling shares. It matters to investors because it clarifies who makes decisions, how shares can be bought or sold, and how disputes are handled—like house rules among roommates that prevent fights and ensure everyone knows how to leave or change the arrangement without shocking the others.

Compensation Committee financial

"Mr. Anderson serves as a member of the Board’s Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Corporate Governance and Nominating Committee financial

"Mr. Edwards serves as a member of the Board’s Corporate Governance and Nominating Committee"

A corporate governance and nominating committee is a group of independent board members who set rules for how a company is run and choose or vet candidates for the board and senior leadership. Think of them as the company’s rulebook authors and hiring panel for its top oversight team; their choices and policies influence management accountability, risk oversight and investor confidence, so investors watch them for signs of strong leadership and transparency.

director designation rights financial

"it did reserve its director designation rights under the Shareholders Agreement"

Understanding 8-K Material Events →

04/29/2026 - 04:51 PM

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): April 24, 2026

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.)

3200 Olympus Boulevard	Suite 300	Dallas	TX	75019
(Address of principal executive offices)				(Zip Code)

000-22490
(Commission File Number)

Registrant’s telephone number, including area code: (817) 552-5270

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.

On April 24, 2026, the board of directors (the “Board”) of Forward Air Corporation (the “Company”) received notice from Charles L. Anderson and Robert L. Edwards, Jr. that each will not be standing for re-election at the Company’s annual meeting of stockholders to be held on June 17, 2026 (the “2026 Annual Meeting”). Messrs. Anderson and Edwards were designated by Ridgemont Equity Partners under the Shareholders Agreement, dated as of January 25, 2024, by and among the Company and affiliates of Ridgemont Equity Partners (the “Shareholders Agreement”). Mr. Anderson serves as a member of the Board’s Compensation Committee. Mr. Edwards serves as a member of the Board’s Corporate Governance and Nominating Committee. Neither Mr. Anderson’s nor Mr. Edwards’ decision not to stand for re-election was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Although Ridgemont Equity Partners has notified the Company that it does not plan to nominate replacement nominees for Messrs. Anderson and Edwards for election at the 2026 Annual Meeting, it did reserve its director designation rights under the Shareholders Agreement with respect to any future election of directors.

In connection with Messrs. Anderson and Edwards not standing for re-election at the 2026 Annual Meeting, the Board will reduce its size from seven directors to five directors, effective immediately following the 2026 Annual Meeting.

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: April 29, 2026	By:	/s/ Shawn Stewart
	Name: Title:	Shawn Stewart President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did Forward Air (FWRD) disclose in this 8-K?

Forward Air disclosed that directors Charles L. Anderson and Robert L. Edwards, Jr. will not stand for re-election at the June 17, 2026 annual meeting. Following that meeting, the company’s board size will be reduced from seven directors to five directors.

Why are Charles L. Anderson and Robert L. Edwards, Jr. leaving Forward Air’s board?

They informed Forward Air they will not stand for re-election at the June 17, 2026 annual meeting. The company states their decisions are not due to any disagreement about operations, policies, or practices, suggesting a planned governance change rather than a dispute.

What role does Ridgemont Equity Partners have in Forward Air’s board composition?

Anderson and Edwards were designated by Ridgemont Equity Partners under a January 25, 2024 Shareholders Agreement. Ridgemont has told the company it will not nominate replacements for the 2026 meeting but is reserving its director designation rights for any future elections.

Will Forward Air’s board size change after the 2026 annual meeting?

Yes. In connection with Anderson and Edwards not standing for re-election, Forward Air’s board will be reduced from seven directors to five directors. This reduction becomes effective immediately following the June 17, 2026 annual meeting of stockholders.

Did the departing Forward Air directors report any disagreements with the company?

No. The filing explicitly states neither Anderson nor Edwards decided against standing for re-election because of any disagreement with Forward Air on operations, policies, or practices. The change is presented as a governance adjustment rather than a conflict-driven departure.

Which committees did the departing Forward Air directors serve on?

Charles L. Anderson serves on the Board’s Compensation Committee, while Robert L. Edwards, Jr. serves on the Corporate Governance and Nominating Committee. Their departure may prompt committee reconfiguration when the board size is reduced after the June 17, 2026 annual meeting.

Filing Exhibits & Attachments

3 documents