Cetus Capital VI trims 30,000 Forward Air (FWRD) shares in sale

Rhea-AI Filing Summary

Cetus Capital VI, L.P., a 10% owner of Forward Air Corp, reported an open-market sale of 30,000 shares of common stock at a weighted average price of $21.42 per share. After this sale, Cetus Capital VI, L.P. held 3,063,709 shares of Forward Air common stock.

According to a footnote, the reporting person’s sales, including those on November 6, 10, 11 and 12, 2025, were potentially matchable under Section 16(b) with a purchase of 225,000 shares on October 20, 2025. The reporting person agreed to remit $807,054 to Forward Air Corp in connection with these transactions pursuant to Section 16(b). Another footnote states the sale price reflects multiple trades between $21.20 and $21.56 per share.

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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X

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^*

Cetus Capital VI, L.P.

(Last) (First) (Middle)

8 SOUND SHORE DRIVE SUITE 303

(Street)

GREENWICH CT 06830

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/14/2025

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	10/14/2025		S(1)		30,000	D	$21.42(2)	3,063,709	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. Given that the reporting person's sales of the Issuer's common stock reported herein, together with the reporting person's sales of the Issuer's common stock on November 6, 2025, November 10, 2025, November 11, 2025, and November 12, 2025 disclosed in the Form 4 filed on February 17, 2026, were potentially matchable under Section 16(b) of the Securities Exchange Act of 1934 ("Section 16(b)"), to the extent of an aggregate of 225,000 shares, with the reporting person's purchase of 225,000 shares of the Issuer's common stock on October 20, 2025, the reporting person has agreed to remit, and the Issuer has agreed to accept, an aggregate of $807,054 in connection with such sale transactions pursuant to Section 16(b).

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.20 to $21.56, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Robert E. Davis, authorized signatory	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Cetus Capital VI, L.P. report for Forward Air (FWRD)?

Cetus Capital VI, L.P. reported selling 30,000 shares of Forward Air common stock. The open-market sale used a weighted average price of $21.42 per share and left the reporting person holding 3,063,709 shares of Forward Air common stock afterward.

At what prices were the Forward Air (FWRD) shares sold in this Form 4?

The Form 4 lists a weighted average sale price of $21.42 per share. A footnote explains the 30,000 shares were sold in multiple transactions at prices ranging from $21.20 to $21.56, and detailed trade breakdowns are available on request.

How many Forward Air (FWRD) shares does Cetus Capital VI, L.P. own after this sale?

After selling 30,000 Forward Air shares, Cetus Capital VI, L.P. holds 3,063,709 shares of common stock. This figure reflects direct ownership reported in the filing and represents the position immediately following the disclosed open-market sale transaction.

What Section 16(b) payment is related to this Forward Air (FWRD) insider activity?

The filing states the reporting person agreed to remit $807,054 to Forward Air Corp. This relates to sales potentially matchable under Section 16(b) against a purchase of 225,000 shares on October 20, 2025, as described in the footnote discussion.

How many Forward Air (FWRD) shares were potentially matchable under Section 16(b)?

The footnote notes that certain sales, including this one, were potentially matchable under Section 16(b) to the extent of 225,000 shares. These sales were matched against a purchase of 225,000 Forward Air common shares on October 20, 2025, prompting a repayment.