Cetus Capital VI, L.P. 4
4 · FORWARD AIR CORP · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
Forward Air (FWRD) 10% Owner Cetus Capital Sells Shares
What Happened
Cetus Capital VI, L.P. (a reported 10% owner) made purchases and multiple subsequent open‑market sales of Forward Air (FWRD) stock. On October 20, 2025 the firm purchased 215,000 shares at a weighted average price of $17.89 (range $17.51–$18.41) and 10,000 shares at a weighted average price of $18.86 (range $18.75–$18.98) — total cost about $4.03 million for 225,000 shares. Between November 6 and November 12, 2025 Cetus sold a total of 272,163 shares in several transactions (weighted average prices reported per block; price ranges provided in footnotes) for aggregate gross proceeds of about $5.94 million. The filing notes an agreed remittance of $807,054 related to potential Section 16(b) short‑swing profit matchups.
Key Details
- Transaction dates: Purchases on 2025-10-20; sales on 2025-11-06, 2025-11-10, 2025-11-11 and 2025-11-12.
- Purchase breakdown: 215,000 @ $17.89 (weighted avg; range $17.51–$18.41) = $3,846,350; 10,000 @ $18.86 (weighted avg; range $18.75–$18.98) = $188,600.
- Sales summary (by date): 74,716 @ $21.85 = $1,632,545; 284 @ $22.39 = $6,359; 90,000 @ $21.55 = $1,939,500; 30,000 @ $22.66 = $679,800; 67,163 @ $21.71 = $1,458,109; 10,000 @ $22.38 = $223,800. Weighted‑average and transaction price ranges appear in the filing footnotes.
- Section 16(b): The filer and issuer agreed that $807,054 will be remitted in connection with potentially matchable short‑swing transactions (footnote F3).
- Shares owned after transactions: not specified in the excerpt of the filing provided.
- Filing timeliness: Form 4 filed 2026-02-17 covering Oct–Nov 2025 trades — this filing was submitted well after the transaction dates (late filing).
- Nature of filer: Cetus Capital is a 10% owner (institutional owner), not an executive; 10% owners are subject to Section 16 short‑swing rules.
Context and plain‑English note: Purchases were executed on Oct 20 and followed by multiple sales in November. The Section 16(b) remittance indicates some of the sales were potentially short‑swing matchable with the earlier purchases (disgorgement to the issuer). This is an institutional 10% owner trade — informative for shareholders but not the same as an insider/executive signaling through trading. All prices shown are weighted averages; the filing provides price ranges and offers to supply per‑trade detail on request.
Insider Transaction Report
Form 4Exit
FORWARD AIR CORPFWRD
Cetus Capital VI, L.P.
10% Owner
Transactions
- Purchase
Common Stock
[F1]2025-10-20$17.89/sh+215,000$3,846,350→ 3,378,709 total - Purchase
Common Stock
[F2]2025-10-20$18.86/sh+10,000$188,600→ 3,388,709 total - Sale
Common Stock
[F3][F4]2025-11-06$21.85/sh−74,716$1,632,545→ 3,313,993 total - Sale
Common Stock
[F3][F5]2025-11-06$22.39/sh−284$6,359→ 3,313,709 total - Sale
Common Stock
[F3][F6]2025-11-10$21.55/sh−90,000$1,939,500→ 3,223,709 total - Sale
Common Stock
[F3][F7]2025-11-10$22.66/sh−30,000$679,800→ 3,193,709 total - Sale
Common Stock
[F3][F8]2025-11-11$21.71/sh−67,163$1,458,109→ 3,126,546 total - Sale
Common Stock
[F3][F9]2025-11-12$22.38/sh−10,000$223,800→ 3,116,546 total
Footnotes (9)
- [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.
Signature
/s/ Robert E. Davis, authorized signatory|2026-02-17