Forward Air (FWRD) EVP Osborne reports 111-share tax withholding on vested stock

Rhea-AI Filing Summary

Forward Air Corporation Executive VP of Operations Timothy R. Osborne reported a small tax-related share disposition. On 02/09/2026, 111 shares of common stock at $30.23 per share were withheld by the company to cover minimum tax obligations upon vesting of restricted stock. After this tax-withholding transaction, Osborne directly beneficially owned 21,086 shares of Forward Air 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

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^*

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)
02/09/2026

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)		111	D	$30.23	21,086	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, Attorney-in-Fact	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 Timothy R. Osborne?

Forward Air reported that Executive VP of Operations Timothy R. Osborne had 111 common shares withheld for taxes. The shares were withheld upon vesting and net settlement of restricted stock, and are classified as a tax-withholding disposition rather than an open-market sale.

How many Forward Air (FWRD) shares were involved in Timothy R. Osborne’s Form 4 filing?

The Form 4 shows 111 Forward Air common shares were disposed of through tax withholding. These shares were withheld by the issuer to satisfy minimum tax obligations triggered by vesting of restricted stock awards granted to Executive VP of Operations Timothy R. Osborne.

At what price were the withheld Forward Air (FWRD) shares valued in the Form 4?

The 111 Forward Air common shares were valued at $30.23 per share in the Form 4. This value reflects the price used to calculate the tax-withholding disposition connected to the vesting and net settlement of restricted stock for Timothy R. Osborne.

How many Forward Air (FWRD) shares does Timothy R. Osborne own after this tax-withholding?

After the reported tax-withholding of 111 shares, Timothy R. Osborne beneficially owned 21,086 Forward Air common shares directly. This post-transaction balance reflects his remaining direct holdings following the vesting-related tax settlement of restricted stock units.

Was Timothy R. Osborne’s Forward Air (FWRD) transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 and footnote explain that 111 shares were withheld by Forward Air to cover minimum tax withholding obligations tied to the vesting and net settlement of restricted stock, a routine administrative disposition.

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

Transaction code F in this Form 4 indicates a tax-withholding disposition. It means shares were delivered or withheld to pay exercise price or tax liabilities, here specifically for minimum tax withholding on vested restricted stock held by Executive VP of Operations Timothy R. Osborne.