[Form 4] Forward Air Corp Insider Trading Activity

Rhea-AI Filing Summary

Nuvve Holding Corp. (NASDAQ: NVVE) filed an 8-K announcing the execution and closing of a firmly underwritten equity offering on 14 July 2025. Under an Underwriting Agreement dated 11 July 2025 with Lucid Capital Markets, the company:

• Issued 3,044,463 new common shares at $0.95 per share and 1,984,940 pre-funded warrants priced at $0.9499 each (exercise price $0.0001).
• Granted the underwriter a 30-day option to purchase up to 754,411 additional shares or pre-funded warrants.
• Generated gross proceeds of approximately $4.8 million before an 8 % underwriting discount and offering expenses.
• Issued representative warrants allowing the underwriter to buy up to 5 % of the securities sold, exercisable for five years at $1.05 (110 % of the public offering price).

Use of proceeds: “general corporate purposes,” which the filing specifies may include strategic investments, M&A, cryptocurrency acquisitions, implementation of a digital-asset treasury strategy, and working capital.

The securities were offered under an effective shelf registration statement (No. 333-288394) declared effective on 7 July 2025 and detailed in final prospectus supplements dated 11 July 2025.

Related press releases announcing the launch (10 July 2025) and pricing (11 July 2025) of the transaction were furnished under Item 7.01.

Positive

• $4.8 million gross proceeds improve near-term liquidity without incurring debt.
• Immediate exercisability of pre-funded warrants simplifies capital structure once converted.
• Underwriter option could provide additional capital if demand materializes.

Negative

• Significant dilution: 3.0 M shares issued plus 2.0 M pre-funded warrants and 5 % representative warrants.
• Offering priced at $0.95, likely at a discount to prevailing market levels, signaling weak demand.
• Proceeds may be used for cryptocurrency acquisitions, introducing non-core risk exposure.
• 8 % underwriting discount reduces net proceeds to the company.

Insights

Securities Analyst

TL;DR: $4.8 M raise shores up liquidity but meaningfully dilutes common equity at sub-$1 pricing.

The offering injects roughly $4.4 M net (after the 8 % discount) into NVVE, adding short-term flexibility. However, issuing more than 5 M potential new shares (including pre-funded warrants) represents a sizeable dilution for a micro-cap company that recently traded below the $1 listing threshold. Pricing below $1 implies limited institutional demand and underscores balance-sheet pressure. The representative warrants and optional 754 k shares add further overhang. While proceeds can fund growth initiatives, management’s stated intention to allocate capital toward cryptocurrency assets introduces additional volatility and may not align with core EV-grid integration operations. Overall, the transaction is cash-positive but strategically neutral until capital deployment details emerge.

Corporate Governance & Risk Analyst

TL;DR: Dilution, crypto-related use of funds, and warrant overhang elevate governance and risk considerations.

The raise triggers immediate dilution and embeds future dilution via pre-funded and representative warrants, potentially eroding shareholder value if growth does not accelerate. The 5-year, 110 % representative warrants align underwriter incentives with market appreciation, yet they increase the fully diluted share count. Management’s plan to devote proceeds to "cryptocurrency acquisitions" and a "digital treasury strategy" extends beyond the company’s core vehicle-to-grid business, raising questions about strategic focus and risk oversight. Investors should monitor board controls over treasury management and any deviation from stated business objectives.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LORRAIN Jerome Jean-Pierre

(Last) (First) (Middle)

1915 SNAPPS FERRY ROAD

BUILDING N

(Street)

GREENEVILLE TN 37745

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		A		7,307(1)	A	$0	11,368	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.

Remarks:

	/s/ Michael L. Hance, Attorney-in-Fact	07/15/2025
	** 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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