Forward Air (NASDAQ: FWRD) HR chief reports restricted stock grant and tax share disposal

Rhea-AI Filing Summary

FORWARD AIR CORP Chief People Officer Douglas James Smith reported routine equity compensation activity. He received a grant of 5,850 shares of common stock as restricted stock, which will vest in three equal installments on the first, second and third anniversaries of the grant date, as long as he remains employed.

On the same date, 516 shares were disposed of at $27.78 per share to cover minimum tax withholding obligations tied to the vesting and net settlement of restricted stock. After these transactions, he directly owns 13,294 shares of common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith Douglas James

Role Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,850	$0.00	--
Tax Withholding	Common Stock	516	$27.78	$14K

Holdings After Transaction: Common Stock — 13,810 shares (Direct)

Footnotes (1)

1. Represents an award of restricted stock, which vests equally on each of the first, second and third anniversaries of the grant date, subject to the Reporting Person's continuous employment through the applicable vesting date. Represents shares withheld by Issuer to satisfy minimum tax withholding obligations upon the vesting and net settlement of restricted stock.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Douglas James

(Last) (First) (Middle)

3200 OLYMPUS BOULEVARD

SUITE 300

(Street)

DALLAS TX 75019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FORWARD AIR CORP [ FWRD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/19/2026		A		5,850(1)	A	$0	13,810	D
Common Stock	02/19/2026		F(2)		516	D	$27.78	13,294	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock, which vests equally on each of the first, second and third anniversaries of the grant date, subject to the Reporting Person's continuous employment through the applicable vesting date.

2. Represents shares withheld by Issuer to satisfy minimum tax withholding obligations upon the vesting and net settlement of restricted stock.

Remarks:

	/s/ Michael L. Hance, Attorney-in-Fact	02/23/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did FWRD executive Douglas James Smith report?

Douglas James Smith reported a grant of 5,850 restricted common shares and a disposition of 516 shares. The 516 shares were withheld by the company to satisfy minimum tax withholding obligations upon vesting and settlement of restricted stock, rather than an open-market sale.

Is the Form 4 transaction for FWRD a buy or a sell?

The Form 4 shows both acquisition and disposition activity. Smith acquired 5,850 shares as a restricted stock award and disposed of 516 shares as a tax-withholding transaction, where shares were withheld by the issuer to cover tax obligations on vesting.

How do the restricted stock awards for FWRD’s Chief People Officer vest?

The 5,850-share restricted stock award vests in three equal installments. Vesting occurs on each of the first, second, and third anniversaries of the grant date, provided Douglas James Smith remains continuously employed through each applicable vesting date.

Why were 516 FWRD shares disposed of in the Form 4 filing?

The 516 disposed shares were withheld by the issuer to cover minimum tax withholding obligations. This occurred upon the vesting and net settlement of restricted stock, reflecting a tax-withholding disposition rather than a discretionary sale in the open market.

How many FORWARD AIR CORP shares does Douglas James Smith own after these transactions?

Following the reported grant and tax-withholding disposition, Douglas James Smith directly owns 13,294 shares of FORWARD AIR CORP common stock. This total reflects the net position after receiving the restricted stock award and having shares withheld for related tax obligations.

What role does Douglas James Smith hold at FORWARD AIR CORP (FWRD)?

Douglas James Smith serves as Chief People Officer at FORWARD AIR CORP. The Form 4 reflects equity compensation tied to his executive role, including a restricted stock grant and associated tax-withholding share disposition upon vesting of restricted stock awards.