Forward Air (FWRD) CEO receives 43,197-share stock award and tax withholding

Rhea-AI Filing Summary

FORWARD AIR CORP Chief Executive Officer Shawn Stewart reported equity compensation activity involving the company’s common stock. He received a grant of 43,197 shares of restricted stock as an award, with the shares scheduled to vest in three equal installments on the first, second and third anniversaries of the grant date, conditioned on his continued employment through each vesting date. To cover minimum tax withholding triggered by the vesting and net settlement of restricted stock, 3,214 shares were withheld by the company at a price of $27.78 per share. After these transactions, Stewart directly owns 129,474 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

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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^*

Stewart Shawn

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		43,197(1)	A	$0	132,688	D
Common Stock	02/19/2026		F(2)		3,214	D	$27.78	129,474	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 Forward Air (FWRD) disclose for CEO Shawn Stewart?

Forward Air reported a restricted stock award and a tax-withholding share disposition for CEO Shawn Stewart. He was granted 43,197 restricted shares and had 3,214 shares withheld to satisfy minimum tax obligations tied to restricted stock vesting.

How large was the restricted stock grant to Forward Air (FWRD) CEO Shawn Stewart?

Shawn Stewart received an award of 43,197 shares of Forward Air common stock. The award is structured as restricted stock that vests in three equal annual installments, each on the first, second and third anniversaries of the grant date, subject to continuous employment.

What are the vesting terms for Shawn Stewart’s restricted stock at Forward Air (FWRD)?

The 43,197 restricted shares vest in three equal annual installments. Vesting occurs on each of the first, second and third anniversaries of the grant date, and each tranche requires Stewart to remain continuously employed through its respective vesting date.

Why did Forward Air (FWRD) withhold 3,214 shares from CEO Shawn Stewart?

The company withheld 3,214 shares to satisfy minimum tax withholding obligations. This tax-withholding disposition occurred upon vesting and net settlement of restricted stock, with the withheld shares valued at $27.78 per share according to the reported transaction price.

How many Forward Air (FWRD) shares does CEO Shawn Stewart own after these transactions?

After the reported transactions, Shawn Stewart directly owns 129,474 Forward Air shares. This figure reflects the award of 43,197 restricted shares and the withholding of 3,214 shares for tax purposes, as disclosed in the Form 4 filing.

Did Forward Air (FWRD) CEO Shawn Stewart buy or sell shares on the open market?

The filing shows an equity award and a tax-withholding share disposition, not an open-market trade. One transaction is a grant of restricted stock, and the other is a share withholding to cover minimum tax obligations at $27.78 per share.