Form 4: Forward Air Corp Director Michael Hodge Acquires Units Through LLC Transfers

Director Michael Hodge reports acquisition of Series B Preferred Units, Opco Class B Units, and Opco Series C-2 Units through transfers to EVE Omni Investor, LLC, where he is a co-manager.

Summary

• Michael Hodge, a director at Forward Air Corp, reported changes in beneficial ownership on May 24, 2024.
• The transactions involved the acquisition of Series B Preferred Units, Opco Class B Units, and Opco Series C-2 Units by EVE Omni Investor, LLC (the 'LLC').
• Hodge is a co-manager of the LLC.
• The units were transferred to the LLC from Omni Rollover, Inc. and MKJ Holdco, LLC, effective May 22, 2024, pursuant to profit-sharing agreements.
• The LLC acquired 21,491 Series B Preferred Units from Omni Rollover, Inc. and 5,637 Series B Preferred Units from MKJ Holdco, LLC.
• Similarly, the LLC acquired 21,491 Opco Class B Units from Omni Rollover, Inc. and 5,637 Opco Class B Units from MKJ Holdco, LLC.
• The LLC also acquired 37,167 Opco Series C-2 Units from Omni Rollover, Inc. and 9,749 Opco Series C-2 Units from MKJ Holdco, LLC.
• Following these transactions, the LLC holds 773,214 Series B Preferred Units and 773,214 Opco Class B Units, which are exchangeable into shares of Forward Air Corp's common stock.
• The LLC also holds 1,337,130 Opco Series C-2 Units, which will automatically convert into Opco Class B Units and Series B Preferred Units upon shareholder approval.
• Hodge disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.

Sentiment

Score: 5

Explanation: The sentiment is neutral as it primarily reflects a procedural filing related to unit transfers. There's no explicit positive or negative indication about the company's performance.

Positives

• The acquisition of units by the LLC could indicate confidence in the future performance of Forward Air Corp.

Risks

• The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein, which could limit the direct impact of these holdings on his personal financial stake.

Future Outlook

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.

Management Comments

• The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.

Industry Context

Form 4 filings are standard disclosures required by the SEC to provide transparency regarding the transactions of company insiders, such as directors and officers, in their company's stock. These filings are closely monitored by investors to gain insights into management's perspective on the company's prospects.

Comparison to Industry Standards

• Form 4 filings are a standard regulatory requirement for publicly traded companies in the United States.
• Directors and officers are legally obligated to report changes in their beneficial ownership of company securities within a specified timeframe.
• Similar filings are made by insiders at companies like FedEx (FDX) and UPS (UPS) to disclose their transactions in company stock.

Related Party Transactions

• The transfers of units between Omni Rollover, Inc., MKJ Holdco, LLC, and EVE Omni Investor, LLC, where Michael Hodge is a co-manager, could be considered related-party transactions.

Stakeholder Impact

• The acquisition of units by the LLC could potentially impact shareholders if it signals confidence in the company's future performance.
• The conversion of Opco Series C-2 Units into Opco Class B Units and Series B Preferred Units upon shareholder approval could affect the capital structure of the company.

Next Steps

• The Opco Series C-2 Units will convert into Opco Class B Units and Series B Preferred Units upon shareholder approval.

Key Dates