Cetus Capital VI (FWRD) trims Forward Air stake, pays $807K

Rhea-AI Filing Summary

Cetus Capital VI, L.P., a 10% owner of FORWARD AIR CORP, reported both purchases and sales of common stock. On October 20, 2025, it bought a total of 225,000 shares in open-market purchases at reported weighted average prices. Between November 6 and November 12, 2025, it executed open-market sales totaling 272,163 shares at reported weighted average prices, resulting in a net sale of 47,163 shares. After these trades, Cetus Capital VI reported owning 3,116,546 common shares directly. Because certain October and November trades were potentially matchable under Section 16(b), Cetus Capital VI agreed to remit $807,054 to Forward Air in connection with those sale transactions.

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)
10/20/2025

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	10/20/2025		P		215,000	A	$17.89(1)	3,378,709	D
Common Stock	10/20/2025		P		10,000	A	$18.86(2)	3,388,709	D
Common Stock	11/06/2025		S(3)		74,716	D	$21.85(4)	3,313,993	D
Common Stock	11/06/2025		S(3)		284	D	$22.39(5)	3,313,709	D
Common Stock	11/10/2025		S(3)		90,000	D	$21.55(6)	3,223,709	D
Common Stock	11/10/2025		S(3)		30,000	D	$22.66(7)	3,193,709	D
Common Stock	11/11/2025		S(3)		67,163	D	$21.71(8)	3,126,546	D
Common Stock	11/12/2025		S(3)		10,000	D	$22.38(9)	3,116,546	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. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $17.51 to $18.41, 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 acquired at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $18.75 to $18.98, 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 acquired at each separate price within the range set forth in this footnote.

3. Given that the reporting person's sales of the Issuer's common stock reported herein on November 6, 2025, November 10, 2025, November 11, 2025, and November 12, 2025, together with the reporting person's sales of the Issuer's common stock on October 14, 2025 as 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).

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.38 to $22.37, 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 acquired at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.38 to $22.40, 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 acquired at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.21 to $22.01, 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 acquired at each separate price within the range set forth in this footnote.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.50 to $22.91, 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 acquired at each separate price within the range set forth in this footnote.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.56 to $21.94, 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 acquired at each separate price within the range set forth in this footnote.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.08 to $22.45, 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 acquired 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.
* 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 activity did Cetus Capital VI report for FORWARD AIR CORP (FWRD)?

Cetus Capital VI reported both buying and selling Forward Air common stock, with 225,000 shares purchased and 272,163 shares sold in open-market transactions, resulting in a small net reduction of its position over October and November 2025.

How many FORWARD AIR CORP (FWRD) shares does Cetus Capital VI hold after these trades?

After the reported October and November 2025 trades, Cetus Capital VI reported direct ownership of 3,116,546 shares of Forward Air common stock, reflecting its remaining position following the open-market purchases and subsequent open-market sales disclosed in the Form 4 filing.

What prices were involved in Cetus Capital VI’s FORWARD AIR CORP (FWRD) trades?

The Form 4 shows weighted average prices for each transaction, including reported per-share prices like $17.89, $18.86, $21.71, $21.85, $21.55, $22.38, and $22.66, with footnotes explaining that each reflects multiple trades within specified price ranges.

Did Cetus Capital VI realize a net buy or net sell in FWRD shares?

Across the reported period, Cetus Capital VI executed 225,000 shares of purchases and 272,163 shares of sales, resulting in a net sale of 47,163 Forward Air common shares, according to the transaction summary data provided.

What is the Section 16(b) payment mentioned for FORWARD AIR CORP (FWRD)?

Because certain October 20, 2025 purchases and October–November 2025 sales were potentially matchable under Section 16(b), Cetus Capital VI agreed to remit, and Forward Air agreed to accept, an aggregate payment of $807,054 related to those sale transactions.

Are Cetus Capital VI’s reported FWRD trade prices exact or averages?

The reported per-share prices are weighted averages. Footnotes state the shares were acquired or sold in multiple transactions within specified price ranges, and the reporting person will provide detailed trade information on request to Forward Air, its shareholders, or SEC staff.