Forward Air (FWRD) CLO reports restricted stock grant and tax share withholding

Rhea-AI Filing Summary

FORWARD AIR CORP chief legal officer and secretary Michael L. Hance reported routine equity compensation activity involving company common stock. He received a grant of 10,799 shares of restricted stock at a stated price of $0.00 per share. According to the footnotes, this award vests in three equal installments on the first, second and third anniversaries of the grant date, subject to his continued employment. On the same date, 946 shares were withheld by the company at $27.78 per share to cover minimum tax withholding obligations upon the vesting and net settlement of restricted stock, a non‑open‑market, tax‑related disposition. After these transactions, he directly owned 96,223.4515 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hance Michael L

Role CLO and Secretary

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	10,799	$0.00	--
Tax Withholding	Common Stock	946	$27.78	$26K

Holdings After Transaction: Common Stock — 97,169.452 shares (Direct)

Footnotes (1)

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

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
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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^*

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)
02/19/2026

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		10,799(1)	A	$0	97,169.4515	D
Common Stock	02/19/2026		F(2)		946	D	$27.78	96,223.4515	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 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	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 Michael L. Hance report?

Michael L. Hance reported a grant of 10,799 shares of Forward Air common stock and a separate withholding of 946 shares for taxes. Both transactions involved restricted stock awards under his compensation program rather than open‑market buying or selling.

Was the FWRD Form 4 transaction an open-market buy or sell by Michael L. Hance?

The Form 4 does not show an open‑market buy or sell. It reports a restricted stock grant at $0.00 per share and a tax‑withholding disposition, where shares were withheld to satisfy minimum tax obligations upon vesting of restricted stock.

How many Forward Air (FWRD) shares did Michael L. Hance own after these transactions?

After the reported grant and tax‑withholding disposition, Michael L. Hance directly owned 96,223.4515 shares of Forward Air common stock. This reflects his updated direct ownership following the equity award and the shares withheld for tax purposes.

How do the new restricted stock awards for FWRD’s Michael L. Hance vest?

The 10,799‑share restricted stock award vests in three equal installments on the first, second, and third anniversaries of the grant date. Vesting is contingent on Michael L. Hance remaining continuously employed through each respective vesting date.

Why were 946 FWRD shares disposed of in Michael L. Hance’s Form 4 filing?

The 946 shares were withheld by Forward Air to cover minimum tax withholding obligations when restricted stock vested. This is characterized as a tax‑withholding disposition, meaning shares were used to pay taxes rather than sold on the open market.

What do the transaction codes A and F mean in the FWRD Form 4 for Michael L. Hance?

Code A indicates a grant, award, or other acquisition of stock, here a restricted stock grant of 10,799 shares. Code F reflects shares withheld to pay exercise price or tax liability, in this case 946 shares withheld to satisfy tax obligations on vested restricted stock.