Hance Michael L 4

What Happened

• Michael L. Hance, Chief Legal Officer and Secretary of Forward Air (FWRD), was granted 10,799 restricted shares on Feb 19, 2026 (reported as an award, transaction code A). The grant is reported at $0 on the Form 4 (standard for restricted stock awards).
• The company withheld 946 shares to satisfy minimum tax withholding obligations upon vesting/net settlement (transaction code F) at a withholding rate of $27.78 per share, totaling $26,280. This withholding is not an open-market sale of additional shares by the insider.

Key Details

• Transaction date: 2026-02-19; Grant: 10,799 shares @ $0.00 (A). Tax withholding: 946 shares @ $27.78 (F) = $26,280.
• Vesting: Award vests equally on each of the first, second and third anniversaries of the grant date, subject to continuous employment (footnote F1).
• Withholding: 946 shares were withheld by the issuer to satisfy minimum tax withholding obligations upon vesting/net settlement (footnote F2).
• Shares owned after transaction: Not specified in the provided filing.
• Filing timeliness: Form filed 2026-02-23 — appears timely (within the required 2 business days following the Feb 19 transaction).

Context

• This was a restricted stock grant (an award), not an open-market purchase. Restricted stock vests over time and is commonly used for retention; the withheld shares simply cover tax obligations and are routine administrative actions, not a discretionary sale.