Forward Air (FWRD) CFO granted 20,698 shares, withholds 1,662 for taxes

Rhea-AI Filing Summary

FORWARD AIR CORP CFO Jamie G. Pierson reported two equity-related transactions in company common stock. He acquired 20,698 shares as a restricted stock award that vests in three equal installments on each of the first, second and third anniversaries of the grant date, subject to continued employment. He also disposed of 1,662 shares at $27.78 per share to satisfy minimum tax withholding obligations upon vesting and net settlement of restricted 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

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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^*

Pierson Jamie G.

(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)
	CFO

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		20,698(1)	A	$0	87,814	D
Common Stock	02/19/2026		F(2)		1,662	D	$27.78	86,152	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 CFO Jamie G. Pierson report?

Jamie G. Pierson reported receiving a restricted stock award of 20,698 Forward Air common shares and a related tax-withholding disposition of 1,662 shares. Both transactions occurred on February 19, 2026 and are tied to his equity compensation, not open-market trading.

How many FWRD shares did the CFO acquire in the latest Form 4 filing?

The CFO acquired 20,698 shares of Forward Air common stock through a restricted stock award. This award vests in three equal annual installments, each on the first three anniversaries of the grant date, assuming he remains continuously employed through each vesting date.

Why were 1,662 FWRD shares disposed of at $27.78 per share?

The 1,662 Forward Air shares were withheld by the company at $27.78 per share to cover minimum tax withholding obligations. This followed the vesting and net settlement of restricted stock and represents a tax-withholding disposition, not an open-market sale of shares.

What is the vesting schedule for Jamie Pierson’s 20,698 FWRD restricted shares?

The 20,698 restricted shares vest in three equal installments on each of the first, second and third anniversaries of the grant date. Vesting is conditioned on Jamie Pierson’s continuous employment with Forward Air through each respective vesting date as specified in the award terms.

How many FWRD shares does the CFO hold after these transactions?

Following the tax-withholding disposition, Jamie Pierson held 86,152 shares of Forward Air common stock directly. This figure reflects his ownership after the February 19, 2026 restricted stock award and the related share withholding for minimum tax obligations.

Does the Form 4 show open-market buying or selling by FWRD’s CFO?

The Form 4 does not show open-market buying or selling. It reports a grant of 20,698 restricted shares and a 1,662-share tax-withholding disposition, where shares were withheld by the issuer to satisfy minimum tax obligations upon restricted stock vesting and settlement.