Cetus Capital holds 0.76% of Forward Air (NASDAQ: FWRD) in 13G/A

Rhea-AI Filing Summary

Cetus Capital VI, L.P. amended a Schedule 13G to report beneficial ownership of 245,588 shares of Forward Air Corporation common stock, representing 0.76% of the class.

The filing states the ownership percentage is based on 32,448,712 shares outstanding as of April 21, 2026, and shows sole voting and dispositive power over 245,588 shares. The amendment is signed by Littlejohn Associates VI, L.P., as general partner.

Insights

Institutional Ownership Analyst

Registering a passive stake: small but disclosed institutional holding.

The amendment lists 245,588 shares and a 0.76% beneficial ownership figure, derived from the proxy's outstanding share count dated April 21, 2026. The filing records sole voting and dispositive power for Cetus Capital VI, L.P.

This is a routine disclosure that documents a sub-5% passive position; subsequent filings would show any material changes to ownership.

Key Figures

Shares beneficially owned: 245,588 shares Percent of class: 0.76% Shares outstanding used: 32,448,712 shares

3 metrics

Shares beneficially owned 245,588 shares Amount reported by Cetus Capital VI in Schedule 13G/A

Percent of class 0.76% Calculated based on 32,448,712 shares outstanding as of April 21, 2026

Shares outstanding used 32,448,712 shares Proxy Statement on Schedule 14A filed April 29, 2026 (as of April 21, 2026)

Key Terms

Schedule 13G/A, Beneficial ownership, Sole Voting Power

3 terms

Schedule 13G/A regulatory

"Amendment No. 2 and header identifying the form"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficial ownership regulatory

"Item 4. | Ownership (a) | Amount beneficially owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Sole Voting Power regulatory

"5 | Sole Voting Power 245,588.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Forward Air Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

349853101

(CUSIP Number)

03/31/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 349853101

1

Names of Reporting Persons

Cetus Capital VI, L.P.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 245,588.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 245,588.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

245,588.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.76 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: (1) Based on 32,448,712 shares of the Issuer's common stock outstanding as of April 21, 2026, as reported in the Proxy Statement on Schedule 14A filed by the Issuer on April 29, 2026.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Forward Air Corporation
(b)	Address of issuer's principal executive offices: 3200 Olympus Boulevard, Suite 300, Dallas, Texas 75019
Item 2.
(a)	Name of person filing: Cetus Capital VI, L.P., a Delaware limited partnership, whose general partner is Littlejohn Associates VI, L.P., a Delaware limited partnership
(b)	Address or principal business office or, if none, residence: 8 Sound Shore Drive Suite 303 Greenwich, CT 06830
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.01 par value per share
(e)	CUSIP No.: 349853101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 of each cover page
(b)	Percent of class: See Item 11 of each cover page
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of each cover page
	(ii) Shared power to vote or to direct the vote: See Item 6 of each cover page
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of each cover page
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of each cover page
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Cetus Capital VI, L.P.

Signature:	By: Littlejohn Associates VI, L.P., its general partner
Name/Title:	Robert E. Davis, Manager
Date:	05/11/2026

FAQ

What stake does Cetus Capital report in Forward Air (FWRD)?

Cetus Capital reports beneficial ownership of 245,588 shares, equal to 0.76% of the class. This percentage is calculated using 32,448,712 shares outstanding as of April 21, 2026, per the proxy statement referenced in the amendment.

Does the Schedule 13G/A show voting or dispositive power?

Yes. The filing shows Cetus Capital has sole voting power and sole dispositive power over 245,588 shares. Those powers are listed on the cover page fields cited in Item 5 and Item 7 of the amendment.

Is Cetus Capital a passive investor according to this filing?

The amendment is a Schedule 13G/A, which typically reflects passive or passive-investor reporting. The filing classifies the holder under the 13G framework; the document does not state any activist intent or plans in this excerpt.

What outstanding share count did the filing use to calculate the percentage?

The ownership percentage is based on 32,448,712 shares outstanding as of April 21, 2026, cited from the issuer's proxy statement on Schedule 14A filed April 29, 2026, as noted in the amendment's cover-page comment.

Who signed the amendment on behalf of Cetus Capital?

The amendment is signed by Littlejohn Associates VI, L.P., as the general partner, with Robert E. Davis, Manager listed as the signing representative and dated 05/11/2026 on the signature block.