Forward Air (FWRD) CLO reports 225-share tax-withholding disposition

Rhea-AI Filing Summary

Forward Air Corp executive reports small tax-related share disposition. CLO and Secretary Michael L. Hance reported a disposition of 225 shares of Forward Air common stock on February 9, 2026, through a tax-withholding transaction at $30.23 per share tied to restricted stock vesting. After this withholding, he directly holds 86,370.4515 common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hance Michael L

Role CLO and Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	225	$30.23	$7K

Holdings After Transaction: Common Stock — 86,370.452 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Hance Michael L

(Last) (First) (Middle)

3200 OLYMPUS BOULEVARD

SUITE 300

(Street)

DALLAS TX 75019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FORWARD AIR CORP [ FWRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/09/2026		F(1)		225	D	$30.23	86,370.4515	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by Issuer to satisfy minimum tax withholding obligations upon the vesting and net settlement of restricted stock.

Remarks:

	/s/ Michael L. Hance	02/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Forward Air (FWRD) report for Michael L. Hance?

Forward Air reported that CLO and Secretary Michael L. Hance had 225 common shares disposed of on February 9, 2026. The transaction was a tax-withholding disposition related to restricted stock vesting, not an open-market sale of shares.

Was the Forward Air (FWRD) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to cover minimum tax obligations when restricted stock vested and settled, which is a common administrative equity compensation event.

How many Forward Air (FWRD) shares were involved in the tax-withholding transaction?

The filing reports 225 common shares disposed of at a price of $30.23 per share. These shares were withheld by Forward Air to satisfy minimum tax withholding obligations tied to the vesting of restricted stock granted to the executive.

How many Forward Air (FWRD) shares does Michael L. Hance own after the transaction?

After the reported transaction, Michael L. Hance beneficially owns 86,370.4515 Forward Air common shares directly. This figure reflects his holdings following the 225-share tax-withholding disposition associated with the vesting and settlement of restricted stock awards.

What does transaction code "F" mean in the Forward Air (FWRD) Form 4?

Transaction code “F” indicates a tax-withholding disposition, where shares are delivered or withheld to pay an exercise price or tax liability. In this case, Forward Air withheld 225 shares to cover minimum tax obligations on vested restricted stock.

What role does Michael L. Hance hold at Forward Air (FWRD)?

Michael L. Hance is identified as an officer of Forward Air, serving as CLO and Secretary. His Form 4 filing reflects equity compensation activity, specifically shares withheld to cover taxes when restricted stock vested and was settled by the company.