Form 4: Forward Air Corp Director Receives Units from Omni Investor Holdings, LLC

Michael B Hodge, a director at Forward Air Corp, received Series B Preferred Units, Opco Class B Units, and Opco Series C-2 Units from Omni Investor Holdings, LLC on March 14, 2024.

Summary

• On March 14, 2024, Michael B Hodge, a director of Forward Air Corp, received units from Omni Investor Holdings, LLC.
• The distribution included 948,588 Series B Preferred Units, 948,588 Opco Class B Units, and 1,640,350 Opco Series C-2 Units.
• These units were received by EVE Omni Investor, LLC, where Hodge is a co-manager.
• The Series B Preferred Units and Opco Class B Units are exchangeable for Forward Air Corp common stock.
• The Opco Series C-2 Units 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: Neutral sentiment as it's a standard SEC filing detailing a transaction. The director disclaims beneficial ownership, mitigating potential positive or negative interpretations.

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

This filing reflects the ownership structure and potential future equity stake of a director in Forward Air Corp, which is relevant to investors monitoring insider activity and potential dilution.

Related Party Transactions

• The distribution of units from Omni Investor Holdings, LLC, to EVE Omni Investor, LLC, where the reporting person is a co-manager, constitutes a related party transaction.

Stakeholder Impact

• Shareholders may be interested in the potential dilution of common stock if the units are exchanged.

Next Steps

• Shareholder approval is required for the conversion of Opco Series C-2 Units into Opco Class B Units and Series B Preferred Units.

Key Dates