FORWARD AIR CORP — Director's Dealing 2024

May 25, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORWARD AIR CORP (FWRD)
CIK: 0000912728
Period of Report: 2024-05-22

Reporting Person: HODGE MICHAEL B (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-22	Series B Preferred Units	$0	J	27128	Acquired		Common Stock (27128)	Indirect
2024-05-22	Class B Units	$0	J	27128	Acquired		Common Stock (27128)	Indirect
2024-05-22	Series C-2 Units	$0	J	46916	Acquired		Class B Units (46916)	Indirect

Footnotes

F1: Reflects (i) 21,491 Series B Preferred Units acquired by EVE Omni Investor, LLC (the "LLC") pursuant to a transfer from Omni Rollover, Inc. and (ii) 5,637 Series B Preferred Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Series B Transfers"). The Series B Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC.

F2: Represents Series B Preferred Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at the option of the holder into shares of the Issuer's common stock. The Series B Preferred Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.

F3: Reflects (i) 21,491 Opco Class B Units acquired by the LLC pursuant to a transfer from Omni Rollover, Inc. and (ii) 5,637 Opco Class B Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Opco Class B Transfers"). The Opco Class B Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC.

F4: Represents Opco Class B Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable into shares of the Issuer's common stock. The Opco Class B Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.

F5: Reflects (i) 37,167 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from Omni Rollover, Inc. and (ii) 9,749 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Opco Series C-2 Transfers"). The Opco Series C-2 Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC.

F6: Represents Opco Series C-2 Units held by the LLC. The Opco Series C-2 Units will automatically convert into a corresponding number of Opco Class B Units and Series B Preferred Units upon receipt of approval from the Issuer's shareholders. The Opco Series C-2 Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.