[SCHEDULE 13G] FORWARD AIR CORP Passive Investment Disclosure (>5%)
FMR LLC reports 6.4% stake in Forward Air Corp
FMR LLC reported passive ownership of common stock of Forward Air Corp. FMR LLC and Abigail P. Johnson are each listed as beneficial owners of 2,008,264.35 shares of common stock, representing 6.4% of the class.
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FMR LLC reported passive ownership of common stock of Forward Air Corp. FMR LLC and Abigail P. Johnson are each listed as beneficial owners of 2,008,264.35 shares of common stock, representing 6.4% of the class. FMR LLC is reported to have sole voting power over 1,993,042 shares and sole dispositive power over 2,008,264.35 shares, with no shared voting or dispositive power. Abigail P. Johnson is shown with sole dispositive power over the same 2,008,264.35 shares but no voting power. One or more other persons have rights to receive dividends or sale proceeds from these securities, but no such person has an interest of more than five percent of the outstanding common stock.
Key Figures
Beneficial ownership:2,008,264.35 sharesOwnership percentage:6.4 %Sole voting power:1,993,042.00 shares+3 more
6 metrics
Beneficial ownership2,008,264.35 sharesCommon stock of Forward Air Corp reported by FMR LLC and Abigail P. Johnson
Ownership percentage6.4 %Percent of Forward Air Corp common stock class beneficially owned
Sole voting power1,993,042.00 sharesShares of Forward Air Corp over which FMR LLC has sole voting power
Sole dispositive power2,008,264.35 sharesShares of Forward Air Corp over which FMR LLC has sole dispositive power
Shared voting power0.00Shared voting power over Forward Air Corp common stock reported
Shared dispositive power0.00Shared dispositive power over Forward Air Corp common stock reported
Key Terms
beneficially owned, Sole Voting Power, Sole Dispositive Power, Schedule 13G, +1 more
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Sole Voting Powerfinancial
"5 | Sole Voting Power 1,993,042.00 6 | Shared Voting Power 0.00"
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.
Sole Dispositive Powerfinancial
"7 | Sole Dispositive Power 2,008,264.35 8 | Shared Dispositive Power 0.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13Gregulatory
"Please see Exhibit 99 for 13d-1(k) (1) agreement."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Power of Attorneyregulatory
"Duly authorized under Power of Attorney effective as of January 3, 2023"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Forward Air Corp (FWRD) does FMR LLC report owning?
FMR LLC reports beneficial ownership of 6.4% of Forward Air Corp’s common stock, corresponding to 2,008,264.35 shares. This stake is disclosed in a Schedule 13G as a passive ownership position, not an activist filing.
How many Forward Air Corp (FWRD) shares does FMR LLC have voting power over?
FMR LLC reports sole voting power over 1,993,042 shares of Forward Air Corp common stock. It also reports sole dispositive power over 2,008,264.35 shares, with no shared voting or dispositive power indicated.
What is Abigail P. Johnson’s reported interest in Forward Air Corp (FWRD)?
Abigail P. Johnson is reported as a beneficial owner of 2,008,264.35 shares of Forward Air Corp common stock, or 6.4% of the class. She is shown with sole dispositive power but no voting power over these shares.
Do other investors share economic rights in FMR LLC’s Forward Air Corp (FWRD) position?
Yes. The filing states that one or more other persons have rights to receive dividends or sale proceeds from the Forward Air Corp shares. However, no single such person holds an interest exceeding five percent of the total outstanding common stock.
Is FMR LLC’s Forward Air Corp (FWRD) stake reported as shared or sole control?
The stake is reported primarily under sole power. FMR LLC discloses sole voting power over 1,993,042 shares and sole dispositive power over 2,008,264.35 shares, with zero shared voting or dispositive power.
Address or principal business office or, if none, residence:
245 Summer Street, Boston, Massachusetts 02210
(c)
Citizenship:
Not applicable
(d)
Title of class of securities:
CLASS Common Stock COMMON STOCK
(e)
CUSIP Number(s):
34986A104
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:
2008264.35
(b)
Percent of class:
6.4 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Please see the responses to Items 5 and 6 on the cover page.
(ii) Shared power to vote or to direct the vote:
0.00
(iii) Sole power to dispose or to direct the disposition of:
2008264.35
(iv) Shared power to dispose or to direct the disposition of:
0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the CLASS Common Stock COMMON STOCK of FORWARD AIR CORP. No one other person's interest in the CLASS Common Stock COMMON STOCK of FORWARD AIR CORP is more than five percent of the total outstanding CLASS Common Stock COMMON STOCK.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See attached Exhibit 99.
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 acquired and are held in the ordinary course of business and 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.
FMR LLC
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:
08/05/2026
Abigail P. Johnson
Signature:
Stephanie J. Brown
Name/Title:
Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:
08/05/2026
Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003.
** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.
