Forward Air (FWRD) EVP reports 2,592 shares withheld for tax on vested stock

Rhea-AI Filing Summary

FORWARD AIR CORP Executive VP of Operations Timothy R. Osborne reported routine tax-related share dispositions, not open-market sales. On the same date, a total of 2,592 shares of common stock were withheld by the company to cover minimum tax obligations tied to vesting and net settlement of restricted stock, according to the footnote. After these tax-withholding transactions, Osborne directly held 23,831 shares of common stock, indicating he maintains a meaningful ongoing equity position in the company.

Insights

Insider trading analyst

Routine tax withholding on vested stock, no open-market trades.

Executive VP of Operations Timothy R. Osborne reported two Form 4 transactions coded “F,” totaling 2,592 shares withheld at $16.05 per share. The filing states these shares were retained by the issuer to satisfy minimum tax obligations on vested restricted stock.

Code F events are non-market dispositions, meaning Osborne did not actively buy or sell in the open market. Following the withholding, he directly holds 23,831 common shares, showing he continues to have substantial equity exposure aligned with shareholders.

Because these dispositions are mechanically tied to restricted stock vesting, they carry limited informational value about Osborne’s view of FORWARD AIR CORP. Future company filings may provide additional context on any discretionary insider buying or selling activity.

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^*

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)
03/15/2026

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	03/15/2026		F(1)		2,109	D	$16.05	24,314	D
Common Stock	03/15/2026		F(1)		483	D	$16.05	23,831	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	03/17/2026
	** 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.
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FAQ

What insider transaction did FWRD executive Timothy R. Osborne report on this Form 4?

Timothy R. Osborne reported two Form 4 transactions where 2,592 shares of FORWARD AIR CORP common stock were withheld. These code F dispositions satisfied minimum tax withholding obligations tied to restricted stock vesting, rather than reflecting open-market purchases or sales by the executive.

Were Timothy R. Osborne’s FWRD share dispositions open-market sales?

No, the dispositions were not open-market sales. The filing shows code F transactions, and the footnote explains the 2,592 shares were withheld by the issuer solely to cover minimum tax withholding on vested restricted stock, a routine, non-discretionary event.

How many FORWARD AIR CORP shares were withheld for taxes from Osborne’s restricted stock?

A total of 2,592 FORWARD AIR CORP common shares were withheld for taxes. The transactions involved 2,109 shares and 483 shares, each at a price of $16.05, to satisfy minimum tax withholding obligations when restricted stock vested and was net settled.

How many FWRD shares does Timothy R. Osborne hold after these tax-withholding transactions?

After the tax-withholding dispositions, Timothy R. Osborne directly holds 23,831 shares of FORWARD AIR CORP common stock. This post-transaction holding, reported in the Form 4, indicates he continues to maintain a significant personal equity stake in the company.

What does transaction code F mean in Timothy R. Osborne’s FWRD Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In Osborne’s case, the Form 4 states the 2,592 FWRD shares were withheld by the issuer to cover minimum tax withholding when restricted stock vested and was net settled.