Forward Air updates board roles and equity awards

Forward Air Corporation reported leadership and compensation changes effective July 10, 2026.

Rhea-AI Filing Summary

Forward Air Corporation reported leadership and compensation changes effective July 10, 2026. Jerome Lorrain resigned as Executive Chairman of the Board but will continue to serve as a member of the Board. His outstanding restricted stock awards were amended so that continued service as a director counts as “Service,” allowing those awards to remain outstanding and vest according to their original schedules while he remains on the Board.

Mr. Lorrain’s outstanding performance-based equity awards and a special one-time equity award tied to goals relating to the company’s ongoing strategic review were not amended and will be forfeited as of the effective date due to his cessation of service as Executive Chairman. He also did not receive an annual equity award for 2026 under the non-employee director compensation program, and no other compensatory arrangements were made in connection with his transition. The Board appointed current director Christine M. Gorjanc as independent Chair of the Board, and the company states her appointment was not made pursuant to any arrangement with another person and that there are no related-party transactions requiring disclosure.

Insights

Corporate governance analyst

Forward Air reshapes board leadership while revising one director’s equity treatment.

The company reclassifies Jerome Lorrain from Executive Chairman to non-employee director, preserving his time-based restricted stock vesting as long as he remains on the Board. At the same time, all of his performance-based and special strategic-review equity awards are forfeited as of July 10, 2026.

This indicates a shift away from an executive leadership role without expanding overall compensation, since he received no 2026 non-employee director equity award and no new arrangements. Appointment of Christine M. Gorjanc as independent Chair strengthens the separation between board leadership and management, while the company notes there are no related-party transactions under Item 404(a) of Regulation S-K tied to her role.

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, or exhibit attachments filed with this report.

Key Figures

Effective date of leadership change: July 10, 2026 Exhibit 10.1: First Amendment to 2025 Notice of Grant of Restricted Shares Exhibit 10.2: First Amendment to 2026 Notice of Grant of Restricted Shares +1 more

4 metrics

Effective date of leadership change July 10, 2026 Date Jerome Lorrain resigned as Executive Chairman and amendments to awards were dated

Exhibit 10.1 First Amendment to 2025 Notice of Grant of Restricted Shares Amended equity agreement between Forward Air and Jerome Lorrain dated July 10, 2026

Exhibit 10.2 First Amendment to 2026 Notice of Grant of Restricted Shares Additional amended equity agreement between Forward Air and Jerome Lorrain dated July 10, 2026

Exchange listing NASDAQ Common stock of Forward Air Corporation trades on NASDAQ under symbol FWRD

Key Terms

restricted stock awards, performance-based equity awards, non-employee director compensation program, independent Chair of the Board, +1 more

5 terms

restricted stock awards financial

"amend the award agreements governing his outstanding restricted stock awards to provide that his continued service"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

performance-based equity awards financial

"Mr. Lorrain’s outstanding performance-based equity awards and his special one-time equity award tied"

non-employee director compensation program financial

"did not receive an annual equity award for 2026 under the Company’s non-employee director compensation program"

independent Chair of the Board regulatory

"the Board appointed Christine M. Gorjanc, a current member of the Board, to serve as the independent Chair of the Board"

An independent chair of the board is a director who leads the company’s board but is not part of the company’s executive team and has no material ties to its management. Like a neutral referee, this person oversees board meetings, sets agendas, and helps ensure decisions are made in shareholders’ interests rather than to protect insiders. Investors watch for an independent chair as a signal that governance may be stronger, reducing conflicts of interest and improving oversight of strategy, risk and executive pay.

Item 404(a) of Regulation S-K regulatory

"there are no transactions involving Ms. Gorjanc requiring disclosure under Item 404(a) of Regulation S-K"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Forward Air Corporation (FWRD) disclose on July 10, 2026?

Forward Air disclosed that Jerome Lorrain resigned as Executive Chairman of the Board effective July 10, 2026, but will continue serving as a member of the Board, maintaining his involvement in board-level oversight.

How are Jerome Lorrain’s restricted stock awards treated after his transition at FWRD?

The company amended Mr. Lorrain’s award agreements so his continued service as a Board member counts as “Service”. His restricted stock awards remain outstanding and continue vesting under existing terms while he remains on the Board.

What happens to Jerome Lorrain’s performance-based equity awards at Forward Air (FWRD)?

Mr. Lorrain’s outstanding performance-based equity awards and special one-time equity award tied to strategic review goals were not amended and will be forfeited as of July 10, 2026, due to his cessation of service as Executive Chairman.

Did Forward Air (FWRD) grant Jerome Lorrain new compensation in connection with his role change?

Forward Air states that, beyond the described award amendments, it and Mr. Lorrain have not entered into any other compensatory arrangement tied to his transition, and he did not receive a 2026 non-employee director annual equity award.

Who is the new independent Chair of the Board at Forward Air Corporation (FWRD)?

Christine M. Gorjanc, a current Board member, was appointed independent Chair effective July 10, 2026. The company notes her appointment was not pursuant to any arrangement and that no Item 404(a) related-party transactions involve her.

What exhibits did Forward Air (FWRD) file related to Jerome Lorrain’s equity awards?

Forward Air filed amendments to Mr. Lorrain’s restricted share agreements as exhibits, including a First Amendment to 2025 and 2026 Notices of Grant of Restricted Shares and related Employee Restricted Share Agreements dated July 10, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/10/2026 - 04:40 PM Learn about SEC filing dates

0000912728false00009127282026-07-102026-07-10

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): July 10, 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 July 10, 2026 (the “Effective Date”), Jerome Lorrain resigned as the Executive Chairman of the Board of Directors (the “Board”) of Forward Air Corporation (the “Company”). Mr. Lorrain will continue to serve as a member of the Board following the Effective Date.

In connection with Mr. Lorrain’s transition from Executive Chairman to a non-employee director, the Company and Mr. Lorrain agreed to amend the award agreements governing his outstanding restricted stock awards to provide that his continued service as a member of the Board constitutes “Service” for purposes of such award agreements. As a result, Mr. Lorrain’s outstanding restricted stock awards will remain outstanding and continue to vest in accordance with their respective terms as long as he remains a member of the Board. In the event that Mr. Lorrain’s service on the Board ceases, any then-unvested portion of such awards will be forfeited in accordance with the terms of the applicable award agreement. Mr. Lorrain’s outstanding performance-based equity awards and his special one-time equity award tied to the achievement of certain goals relating to the Company’s ongoing strategic review were not amended and will be forfeited as of the Effective Date in accordance with their existing terms as a result of his cessation of service as Executive Chairman. In connection with the foregoing, Mr. Lorrain did not receive an annual equity award for 2026 under the Company’s non-employee director compensation program. Other than as disclosed herein, the Company and Mr. Lorrain have not entered into any compensatory arrangement in connection with his transition from the Executive Chairman role.

Effective as of the Effective Date, the Board appointed Christine M. Gorjanc, a current member of the Board, to serve as the independent Chair of the Board. Ms. Gorjanc’s appointment as Chair was not made pursuant to any arrangement or understanding with any other person, and there are no transactions involving Ms. Gorjanc requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

No.						Exhibit
10.1						First Amendment to 2025 Notice of Grant of Restricted Shares and Employee Restricted Share Agreement, dated July 10, 2026, by and between the Company and Jerome Lorrain.
10.2						First Amendment to 2026 Notice of Grant of Restricted Shares and Employee Restricted Share Agreement, dated July 10, 2026, by and between the Company and Jerome Lorrain.
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: July 10, 2026						By:			/s/ Shawn Stewart
						Name: Title:			Shawn Stewart President and Chief Executive Officer

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 10.5 KB
• EX-10.2 EX-10.2 10.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 18.1 KB