Forward Air (FWRD) EVP granted 5,850 shares; 513 withheld for taxes

Rhea-AI Filing Summary

FORWARD AIR CORP Executive VP of Operations Timothy R. Osborne reported equity compensation and related tax withholding. He acquired 5,850 shares of common stock as a restricted stock award, which vests in three equal installments on each of the first, second and third anniversaries of the grant date, subject to continued employment.

To cover minimum tax withholding upon vesting and net settlement of restricted stock, 513 shares were disposed of at a price of $27.78 per share. After these transactions, Osborne directly owned 26,423 shares of common stock.

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

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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^*

OSBORNE TIMOTHY R

(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)
	Executive VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		A		5,850(1)	A	$0	26,936	D
Common Stock	02/19/2026		F(2)		513	D	$27.78	26,423	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 an award of restricted stock, which vests equally on each of the first, second and third anniversaries of the grant date, subject to the Reporting Person's continuous employment through the applicable vesting date.

2. 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, Attorney-in-Fact	02/23/2026
	** 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 transactions did FWRD executive Timothy R. Osborne report?

Timothy R. Osborne reported receiving a 5,850-share restricted stock award and a 513-share tax-withholding disposition. Both transactions involved Forward Air Corp common stock and were reported as direct ownership changes tied to his executive compensation package.

How many Forward Air (FWRD) shares did Osborne acquire in this Form 4?

Osborne acquired 5,850 shares of Forward Air common stock through a restricted stock award. The shares were granted at no cash cost to him and vest over three years, contingent on his continued employment with the company.

Why were 513 FWRD shares disposed of in Osborne’s Form 4 filing?

The 513 shares were withheld by Forward Air to satisfy minimum tax withholding obligations when restricted stock vested. This tax-withholding disposition is recorded as a share disposition but does not represent an open-market sale by Osborne.

What is the vesting schedule for Osborne’s 5,850-share restricted stock award at FWRD?

The 5,850 restricted shares vest in three equal installments on the first, second, and third anniversaries of the grant date. Vesting is conditioned on Osborne’s continuous employment through each applicable vesting date with Forward Air Corp.

How many Forward Air (FWRD) shares does Osborne own after these transactions?

Following the restricted stock award and related tax-withholding disposition, Osborne directly owns 26,423 shares of Forward Air common stock. This reported balance reflects his updated direct equity stake after the February 19, 2026 transactions.

Was Osborne’s share disposition in FWRD an open-market sale?

No, the 513-share disposition was for tax withholding related to restricted stock vesting. The shares were withheld by the issuer to cover minimum tax obligations, rather than being sold by Osborne in an open-market transaction.