Sec Form 4 Filing - SCHMITT THOMAS @ FORWARD AIR CORP - 2023-02-02

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

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1. Name and Address of Reporting Person SCHMITT THOMAS 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 X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 1915 SNAPPS FERRY ROAD, BUILDING N 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2023 (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 02/02/2023 F( 1 ) 1,440 D $ 0 50,841 D Common Stock 02/04/2023 F( 2 ) 1,211 D $ 0 49,630 D Common Stock 02/08/2023 F( 3 ) 1,356 D $ 0 48,274 D Common Stock 03/15/2023 A 9,246 ( 4 ) A $ 0 57,520 D Common Stock 03/15/2023 F( 5 ) 4,170 D $ 0 53,350 D Common Stock 03/15/2023 A 8,159 ( 6 ) A $ 0 61,509 D Common Stock 03/15/2023 F( 5 ) 3,680 D $ 0 57,829 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHMITT THOMAS 1915 SNAPPS FERRY ROAD BUILDING N GREENEVILLE, TN37745 X President & CEO Signatures /s/ Michael L. Hance, Attorney-in-Fact 03/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of restricted stock on February 2, 2023. ( 2 )Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of restricted stock on February 4, 2023. ( 3 )Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of restricted stock on February 8, 2023. ( 4 )Represents an award of performance shares that vests on March 15, 2023. The number of shares awarded was determined based on earnings before interest, taxes, depreciation and amortization per share of the Issuer as compared to pre-set earnings before interest, taxes, depreciation and amortization per share over a three-year performance period. ( 5 )Shares withheld by Issuer to satisfy minimum tax withholding obligation upon vesting of performance share award on March 15, 2023. ( 6 )Represents an award of performance shares that vests on March 15, 2023. The number of shares awarded was determined based on the performance of the common stock of the Issuer as compared to the performance of the common stock of a selected peer group over a three-year performance period.

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).

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