[S-8 POS] Forward Air Corp SEC Filing

Rhea-AI Filing Summary

Worthington Steel, Inc. (WS) filed a Form 4 reporting that Chief Financial Officer Timothy A. Adams received an award of 9,485 restricted common shares on 06/27/2025 under the company’s 2023 Long-Term Incentive Plan. The grant was made at $0 cost and will vest on 06/27/2028, three years after the grant date. After the transaction, Adams directly holds 45,069 common shares. No sales, derivative security exercises, or Rule 10b5-1 trading plans were disclosed. The filing represents routine executive equity compensation intended to align management and shareholder interests and is not expected to have a material near-term market impact.

Insights

Securities Analyst

TL;DR: Routine restricted-stock grant to CFO; neutral valuation impact.

This Form 4 reveals a standard equity incentive: 9,485 restricted shares granted to CFO Timothy Adams at no cost, vesting in three years. Post-grant ownership rises to 45,069 shares, a modest stake relative to Worthington Steel’s total float. No insider selling or derivative activity was reported, so the filing neither signals insider confidence nor concern. Given the award’s deferred vesting and small size, I view the disclosure as non-impactful for short-term valuation, though it modestly enhances management-shareholder alignment.

Corporate Governance Expert

TL;DR: Standard LTIP grant; governance practices appear routine.

The grant was issued under the 2023 Long-Term Incentive Plan, reinforcing a typical three-year vesting horizon that promotes retention and performance alignment. The absence of a Rule 10b5-1 designation indicates the shares are not tied to a preset selling program. From a governance standpoint, the transaction meets disclosure norms and carries no red flags. Impact on shareholder rights or dilution is immaterial at this scale; hence, the event is neutral in governance significance.

As filed with the Securities and Exchange Commission on June 30, 2025

Registration No. 333-134294

Registration No. 333-120250

Registration No. 333-120249

Registration No. 333-94249

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-134294)

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-120250)

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-120249)

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT (NO. 333-94249)

UNDER THE SECURITIES ACT OF 1933

_________________

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter) 

Delaware

62-1120025

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

1915 Snapps Ferry Road, Building N,

Greeneville, Tennessee 37745

(Address of Principal Executive Offices)(Zip Code)

_________________

FORWARD AIR CORPORATION 2006 NON-EMPLOYEE DIRECTOR STOCK PLAN

2000 NON-EMPLOYEE DIRECTOR STOCK OPTION AWARD

FORWARD AIR CORPORATION NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN AND FORWARD AIR CORPORATION 1999 STOCK OPTION AND INCENTIVE PLAN

FORWARD AIR CORPORATION 1999 STOCK OPTION AND INCENTIVE PLAN

(Full title of the plans)

Michael L. Hance

Chief Legal Officer and Secretary

1915 Snapps Ferry Road, Building N

Greeneville, Tennessee 37745

(Name and address of agent for service)

(423) 636-7000

(Telephone number, including area code, of agent for service)

_________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

Forward Air Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment (the “Post-Effective Amendment”) to each of the registration statements on Form S-8 (the “Registration Statements”) to deregister any and all securities (including plan interests) that remain unissued or unsold under the Registration Statements each initially filed by Forward Air Corporation, a Tennessee corporation (“FWRD-Tennessee”), the predecessor of the Registrant, with the Securities and Exchange Commission (the “Commission”), as amended to the date hereof:

1.Registration Statement No. 333-134294, filed with the Commission on May 19, 2006, registering 200,000 shares of FWRD-Tennessee’s common stock, par value $0.01 per share, to be issued or delivered and sold pursuant to the Forward Air Corporation 2006 Non-Employee Director Stock Plan.

2.Registration Statement No. 333-120250, filed with the Commission on November 5, 2004, registering 7,500 shares of FWRD-Tennessee’s common stock, par value $0.01 per share, to be issued or delivered and sold pursuant to the 2000 Non-Employee Director Stock Option Award.

3.Registration Statement No. 333-120249, filed with the Commission on November 5, 2004, registering 1,840,000 shares of FWRD-Tennessee’s common stock, par value $0.01 per share, to be issued or delivered and sold pursuant to the Forward Air Corporation Non-Employee Director Stock Option Plan and Forward Air Corporation 1999 Stock Option and Incentive Plan.

4.Registration Statement No. 333-94249, filed with the Commission on January 7, 2000, registering 1,000,000 shares of FWRD-Tennessee’s common stock, par value $0.01 per share, to be issued or delivered and sold pursuant to the Forward Air Corporation 1999 Stock Option and Incentive Plan.

The offerings pursuant to the Registration Statements have concluded and, accordingly, this Post-Effective Amendment to the Registration Statements is being filed in order to deregister all securities that were registered under the Registration Statements and remain unissued or unsold under each respective plan as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Greeneville, State of Tennessee, on June 30, 2025.

Forward Air Corporation
By:						/s/ Shawn Stewart
						Shawn Stewart
						Chief Executive Officer and Director (Principal Executive Officer)

No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

How many Worthington Steel (WS) shares did CFO Timothy Adams acquire?

9,485 restricted common shares were granted on 06/27/2025.

When will the newly granted restricted stock vest?

The shares will vest on 06/27/2028, three years from the grant date.

What is Timothy Adams’ total share ownership after the transaction?

Following the grant, the CFO directly owns 45,069 common shares.

Was any cash paid for the restricted stock award?

No. The shares were issued at $0 cost as part of the 2023 Long-Term Incentive Plan.

Does the Form 4 mention a Rule 10b5-1 trading plan?

No Rule 10b5-1 plan was indicated in the filing.