Item 5. Other Information
Item 5. Other Information.
Compensatory Arrangements of Certain Officers
In February 2025, the Company granted performance-based restricted share awards (the “Special Grant”) to Mr. Stewart and Mr. Pierson (the “Grantees”), representing a right of each of the Grantees to receive 33,333 shares of the Company’s common stock subject to adjustments, as provided by the Company’s 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”). The Special Grant become fully vested upon the achievement of certain goals relating to the Company’s ongoing strategic review, subject to the Grantees’ continuous service through the date of such achievement.
Rule 10b5-1 Trading Plans
During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
No. Exhibit
10.1
*†
Separation and General Release Agreement, dated Febr uary 3, 2025, by and between the registrant and Rebecca Garbrick
10.2
*†
F or m of Employee R e stricted Share Awar d Agreement
31.1
*
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
31.2
*
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a) (17 CFR 240.13a-14(a))
32.1
*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive File (formatted in Inline XBRL and contained in Exhibit 101).
* Filed here within
† Certain confidential portions (indicated by brackets and asterisks) of this exhibit have been omitted from this exhibit
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Forward Air Corporation
May 7, 2025 By: /s/ Shawn Stewart
Shawn Stewart
Chief Executive Officer
(Principal Executive Officer and Duly Authorized Officer)
Forward Air Corporation
May 7, 2025 By: /s/ Jamie Pierson
Jamie Pierson
Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.