Forward Air (FWRD) CCO gets 8,999 restricted shares, 1,057 withheld for tax

Rhea-AI Filing Summary

FORWARD AIR CORP Chief Commercial Officer Eric Frederick Brandt received a grant of 8,999 shares of common stock as restricted stock that vests in three equal annual installments starting one year after the grant date, contingent on continued employment. To cover minimum tax withholding on a vesting event, 1,057 shares were withheld at a price of $27.78 per share, a non-market, tax-related disposition. After these transactions, he directly holds 15,970 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

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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^*

Brandt Eric Frederick

(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)
	Chief Commercial Officer

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		8,999(1)	A	$0	17,027	D
Common Stock	02/19/2026		F(2)		1,057	D	$27.78	15,970	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 Chief Commercial Officer Eric Brandt report?

Eric Brandt reported receiving 8,999 restricted shares of Forward Air common stock and a tax-withholding disposition of 1,057 shares. These actions reflect equity-based compensation and related tax settlement rather than open-market buying or selling activity.

Was the Forward Air (FWRD) insider transaction an open-market stock sale?

No, the disposition of 1,057 Forward Air shares was a tax-withholding event at $27.78 per share. The issuer withheld shares to satisfy minimum tax obligations upon restricted stock vesting, not an open-market sale by the executive.

How many Forward Air (FWRD) shares does Eric Brandt hold after this Form 4?

After the reported transactions, Eric Brandt directly holds 15,970 shares of Forward Air common stock. This reflects the new restricted stock award and the shares withheld by the issuer to cover minimum tax withholding requirements on vesting.

How do the new restricted stock awards for FWRD’s CCO vest over time?

The award of 8,999 restricted shares vests in three equal installments on the first, second, and third anniversaries of the grant date. Vesting is conditioned on Eric Brandt’s continuous employment with Forward Air through each applicable vesting date.

What does the tax-withholding disposition mean in the FWRD Form 4 filing?

The tax-withholding disposition represents 1,057 shares withheld by Forward Air at $27.78 per share. These shares were used to satisfy minimum tax withholding obligations when restricted stock vested, rather than representing a discretionary sale in the open market.

Is the Form 4 for FWRD’s Eric Brandt a sign of major ownership change?

The Form 4 reflects routine equity compensation and tax withholding, not a major ownership change. It shows a restricted stock grant of 8,999 shares and 1,057 shares withheld for taxes, leaving Eric Brandt with direct ownership of 15,970 shares.