Ridgemont Equity Management III, LLC - 02 Aug 2024 Form 4 Insider Report for FORWARD AIR CORP (FWRD)

Footnote F1

Reflects the automatic conversion of Series C Preferred Units into an equivalent number of shares of Common Stock upon receipt of approval from the Issuer's shareholders at their annual meeting held on June 3, 2024.

Footnote F2

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

Footnote F3

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

Footnote F4

These shares of Common Stock are held directly by REP FAOM III-S, LP.

Footnote F5

These shares of Common Stock are held directly by Charles Leonard Anderson. Charles Leonard Anderson has disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Footnote F6

These shares of Common Stock are held directly by Robert Leon Edwards Jr. Robert Leon Edwards Jr has disclaimed beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Footnote F7

These shares of Common Stock may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings, L.P, (ii) REP Omni Holdings GP, LLC, as General Partner of REP Omni Holdings, L.P., (iii) REP Coinvest III-A Omni, L.P., (iv) REP Coinvest III-B Omni, L.P., (v) REP FAOM III-S, L.P., (vi) 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., (vii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP, (viii) Ridgemont Equity Partners Affiliates III L.P, (ix) Ridgemont Equity Management III, LLC as General Partner of REP Coinvest III Omni GP, LLC, General Partner of Ridgemont Equity Management III, L.P., and General Partners of Ridgemont Equity Partners Affiliates III, L.P., (x) Charles Leonard Anderson, and (xi) Robert Leon Edwards Jr.

Footnote F8

Reflects the automatic conversion of Opco Series C-2 Preferred Units into an equivalent number of Opco Class B Units and Series B Preferred Units upon receipt of approval from the Issuer's shareholders at their annual meeting held on June 3, 2024. Opco Class B Units are paired with an equivalent number of Series B Preferred Units and together are convertible into shares of Common Stock of the Issuer on a one-for-one basis (one Class B Unit and one Series B Preferred Unit for one share of Common Stock) at any time, at the holder's election, and have no expiration date. The right to exchange the units will be (1) subject to any applicable lock-up period to which the rollover holder is subject, customary procedural requirements and, subject to exceptions for exchanging all of a rollover holder's remaining units, minimum exchange amounts of 30,000 Class B Units Series B Preferred Units and (2) limited to no more than two exchange exercises per calendar quarter per holder.

Footnote F9

These Opco Class B Units and a corresponding number of Series B. Preferred Units are held directly by REP Omni Holdings, LP.

Footnote F10

These Opco Class B Units and a corresponding number of Series B. Preferred Units are held directly by Ridgemont Equity Partners Affiliates III, L.P.

Footnote F11

The Opco Class B Units and the corresponding Series B. Preferred Units may be deemed to be indirectly beneficially owned by (i) REP Omni Holdings, L.P, (ii) REP Omni Holdings GP, LLC, as General Partner of REP Omni Holdings, L.P., (iii) REP Coinvest III-A Omni, L.P., (iv) REP Coinvest III-B Omni, L.P., (v) REP FAOM III-S, L.P., (vi) 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., (vii) Ridgemont Equity Partners Affiliates III L.P, (viii) Ridgemont Equity Management III, L.P. as General Partner of REP FAOM III-S, LP and General Partner of Ridgemont Equity Partners Affiliates III L.P, (ix) Ridgemont Equity Management III, LLC as Sole Member of REP Omni Holdings GP, LLC, Sole Member of REP Coinvest III Omni GP, LLC, and General Partner of Ridgemont Equity Management III, L.P., (x) Charles Leonard Anderson, and (xi) Robert Leon Edwards Jr.