Robert Leon Edwards Jr - 13 Jun 2025 Form 4 Insider Report for FORWARD AIR CORP (FWRD)

Role
Director
Signature
/s/ Michael L. Hance, Attorney-in-Fact
Issuer symbol
FWRD
Transactions as of
13 Jun 2025
Net transactions value
$0
Form type
4
Filing time
17 Jun 2025, 21:12:40 UTC
Previous filing
29 Feb 2024

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Edwards Robert Leon Jr Director 1915 SNAPPS FERRY ROAD, BUILDING N, GREENEVILLE /s/ Michael L. Hance, Attorney-in-Fact 17 Jun 2025 0001329396

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FWRD Common Stock Award $0 +6,432 +1426% $0.000000 6,883 13 Jun 2025 Direct F1, F2, F3
transaction FWRD Common Stock Award $0 +6,963 +101% $0.000000 13,846 13 Jun 2025 Direct F3, F4, F5
transaction FWRD Common Stock Award $0 +6,432 +1426% $0.000000 6,883 13 Jun 2025 See footnotes. F3, F6, F7
transaction FWRD Common Stock Award $0 +6,963 +101% $0.000000 13,846 13 Jun 2025 See footnotes. F3, F7, F8
holding FWRD Common Stock 101,745 13 Jun 2025 See footnotes. F3, F9
holding FWRD Common Stock 243,005 13 Jun 2025 See footnotes. F3, F10
holding FWRD Common Stock 354,957 13 Jun 2025 See footnotes. F3, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 Robert Leon Edwards, Jr. (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) Robert Leon Edwards Jr. 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 Robert Leon Edwards, Jr. (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 Robert Leon Edwards, Jr., 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 Charles Leonard Anderson.
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 Charles Leonard Anderson, 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.