Sec Form 4 Filing - HODGE MICHAEL B @ FORWARD AIR CORP - 2024-01-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HODGE MICHAEL B 2. Issuer Name and Ticker or Trading Symbol FORWARD AIR CORP [ FWRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1915 SNAPPS FERRY ROAD, BUILDING N 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2024 (Street) GREENEVILLE, TN37745 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10,000 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series B Preferred Units $ 0 01/25/2024 A( 1 ) 1,694,674 ( 1 ) ( 1 ) ( 1 ) Common Stock 1,694,674 $ 0 1,694,674 I By LLC ( 1 ) Class B Units $ 0 01/25/2024 A( 2 ) 1,694,674 ( 2 ) ( 2 ) ( 2 ) Common Stock 1,694,674 $ 0 1,694,674 I By LLC ( 2 ) Series C-2 Units $ 0 01/25/2024 A( 3 ) 2,930,614 ( 3 ) ( 3 ) ( 3 ) Series B Preferred Units and Class B Units 2,930,614 $ 0 2,930,614 I By LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HODGE MICHAEL B 1915 SNAPPS FERRY ROAD BUILDING N GREENEVILLE, TN37745 X Signatures /s/ Michael L. Hance, Attorney-in-Fact 01/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents (i) 1,331,970 Series B Preferred Units received by Omni Investor Holdings, LLC in connection with the merger of the Issuer and Omni Logistics LLC (the "Merger"), and (ii) 362,704 Series B Preferred Units received by EVE Omni Investor, LLC in connection with the Merger. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at the option of the holder into shares of the Issuer's common stock. The Series B Preferred Units do not have an expiration date. The reporting person is a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein. ( 2 )Represents (i) 1,331,970 Opco Class B Units in Clue Opco LLC, a subsidiary of the Company ("Opco") received by Omni Investor Holdings, LLC in connection with the Merger, and (ii) 362,704 Opco Class B Units received by EVE Omni Investor, LLC in connection with the Merger. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at into shares of the Issuer's common stock. The Opco Class B Units do not have an expiration date. The reporting person is a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein. ( 3 )Represents (i) 2,303,338 Opco Series C-2 Units in Opco received by Omni Investor Holdings, LLC in connection with the Merger, and (ii) 627,226 Opco Series C-2 Units received by EVE Omni Investor, LLC in connection with the Merger. The Opco Series C-2 Units will automatically convert into a corresponding number of Opco Class B Units and Series B Preferred Units upon receipt of approval from the Issuer's shareholders. The reporting person is a co-manager of both Omni Investor Holdings, LLC and EVE Omni Investor, LLC. The Opco Series C-2 Units do not have an expiration date. The reporting person disclaims beneficial ownership of the securities held by Omni Investor Holdings, LLC and EVE Omni Investor, LLC, except to the extent of his pecuniary interest therein.

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.