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FORWARD AIR CORP Director's Dealing 2026

Feb 18, 2026

32398_dirs_2026-02-17_3617358c-6008-495e-97de-773e0b59baf7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FORWARD AIR CORP (FWRD)
CIK: 0000912728
Period of Report: 2025-10-20

Reporting Person: Cetus Capital VI, L.P. (10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-10-20 Common Stock P 215000 $17.89 Acquired 3378709 Direct
2025-10-20 Common Stock P 10000 $18.86 Acquired 3388709 Direct
2025-11-06 Common Stock S 74716 $21.85 Disposed 3313993 Direct
2025-11-06 Common Stock S 284 $22.39 Disposed 3313709 Direct
2025-11-10 Common Stock S 90000 $21.55 Disposed 3223709 Direct
2025-11-10 Common Stock S 30000 $22.66 Disposed 3193709 Direct
2025-11-11 Common Stock S 67163 $21.71 Disposed 3126546 Direct
2025-11-12 Common Stock S 10000 $22.38 Disposed 3116546 Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $17.51 to $18.41, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F2: The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $18.75 to $18.98, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F3: Given that the reporting person's sales of the Issuer's common stock reported herein on November 6, 2025, November 10, 2025, November 11, 2025, and November 12, 2025, together with the reporting person's sales of the Issuer's common stock on October 14, 2025 as disclosed in the Form 4 filed on February 17, 2026, were potentially matchable under Section 16(b) of the Securities Exchange Act of 1934 ("Section 16(b)"), to the extent of an aggregate of 225,000 shares, with the reporting person's purchase of 225,000 shares of the Issuer's common stock on October 20, 2025, the reporting person has agreed to remit, and the Issuer has agreed to accept, an aggregate of $807,054 in connection with such sale transactions pursuant to Section 16(b).

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.38 to $22.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.38 to $22.40, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.21 to $22.01, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.50 to $22.91, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.56 to $21.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.08 to $22.45, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote.