FORWARD AIR CORP — Director's Dealing 2025

Jun 18, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORWARD AIR CORP (FWRD)
CIK: 0000912728
Period of Report: 2025-06-13

Reporting Person: ANDERSON CHARLES LEONARD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-06-13	Common Stock	A	6432	—	Acquired	6883	Direct
2025-06-13	Common Stock	A	6963	—	Acquired	13846	Direct
2025-06-13	Common Stock	A	6432	—	Acquired	6883	Indirect
2025-06-13	Common Stock	A	6963	—	Acquired	13846	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	101745	Indirect
Common Stock	243005	Indirect
Common Stock	354957	Indirect

Footnotes

F1: Represents restricted stock awarded under the Forward Air Corporation 2025 Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior to Forward Air Corporation's 2026 Annual Meeting of Shareholders or (b) the first anniversary of the grant date. The Reporting Person may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with Ridgemont Equity Management III, LLC; REP Omni Holdings, L.P.; REP Coinvest III-A Omni, L.P.; REP Coinvest III-B Omni, L.P.; REP FAOM III-S, L.P.; Ridgemont Equity Partners Affiliates III, L.P.; REP Coinvest III Omni GP, LLC; Ridgemont Equity Management III, L.P.; REP Omni Holdings GP, LLC; and Charles Leonard Anderson (collectively, the Group).

F2: (Continued from footnote 1) The Reporting Person serves on the board of directors of the Issuer as a designee of one or more members of the Group. Pursuant to the policies of the members of the Group and their affiliates, the Reporting Person will be deemed to hold any securities of the Issuer he may receive in connection with his service on the board of directors of the Issuer for the benefit of one or more members of the Group. Accordingly, each of the members of the Group may be deemed to be a "director by deputization" of the Issuer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F3: Additionally, these shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Coinvest III-A Omni, L.P., (ii) REP Coinvest III-B Omni, L.P., (iii) REP FAOM III-S, L.P., (iv) REP Coinvest III Omni GP, LLC as General Partner of REP Coinvest III-A Omni, L.P. and General Partner of REP Coinvest III-B Omni, L.P., (v) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (vi) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC and General Partner of Ridgemont Equity Management III, L.P., and (vii) Charles Leonard Anderson. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F4: On June 13, 2025, the board of directors of Forward Air Corporation determined to issue shares of Common Stock pursuant to the reporting person's Non-Employee Director Annual Compensation Agreement, as amended (the "NED Compensation Agreement"). The Reporting Person may be deemed to be a member of a group for purposes of the Securities Exchange Act of 1934, as amended, with Ridgemont Equity Management III, LLC; REP Omni Holdings, L.P.; REP Coinvest III-A Omni, L.P.; REP Coinvest III-B Omni, L.P.; REP FAOM III-S, L.P.; Ridgemont Equity Partners Affiliates III, L.P.; REP Coinvest III Omni GP, LLC; Ridgemont Equity Management III, L.P.; REP Omni Holdings GP, LLC; and Charles Leonard Anderson (collectively, the Group).

F5: (Continued from footnote 4) The Reporting Person serves on the board of directors of the Issuer as a designee of one or more members of the Group. Pursuant to the policies of the members of the Group and their affiliates, the Reporting Person will be deemed to hold any securities of the Issuer he may receive in connection with his service on the board of directors of the Issuer for the benefit of one or more members of the Group. Accordingly, each of the members of the Group may be deemed to be a "director by deputization" of the Issuer. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

F6: Represents restricted stock awarded to Charles Leonard Anderson, who is a member of the Group, under the Forward Air Corporation 2025 Non-Employee Director Stock Plan in a transaction exempt from Section 16(b) under Rule 16b-3. The stock fully vests on the earlier of (a) the day immediately prior Forward Air Corporation's 2026 Annual Meeting of Shareholders or (b) the first anniversary of the grant date.

F7: These shares of Common Stock are held directly by Robert Leon Edwards, Jr.

F8: On June 13, 2025, the board of directors of Forward Air Corporation determined to issue shares of Common Stock pursuant to the NED Compensation Agreement entered into by Robert Leon Edwards, Jr., who is a member of the Group.

F9: These shares of Common Stock are held directly by REP Coinvest III-B Omni, L.P.

F10: These shares of Common Stock are held directly by REP FAOM III-S, L.P.

F11: These shares of Common Stock are held directly by REP Coinvest III-A Omni, L.P.