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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HODGE MICHAEL B
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1915 SNAPPS FERRY ROAD, BUILDING N
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2024
(Street)

GREENEVILLE, TN 37745
4. If Amendment, Date Original Filed (Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Series B Preferred Units $ 0 05/22/2024   J(1)   27,128 (1)     (2)   (2) Common Stock 27,128 $ 0 773,214 I By LLC (2)
Class B Units $ 0 05/22/2024   J(3)   27,128 (3)     (4)   (4) Common Stock 27,128 $ 0 773,214 I By LLC (4)
Series C-2 Units $ 0 05/22/2024   J(5)   46,916 (5)     (6)   (6) Class B Units 46,916 $ 0 1,337,130 I By LLC (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HODGE MICHAEL B
1915 SNAPPS FERRY ROAD
BUILDING N
GREENEVILLE, TN 37745
  X      

Signatures

 /s/ Michael L. Hance, Attorney-in-Fact   05/24/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects (i) 21,491 Series B Preferred Units acquired by EVE Omni Investor, LLC (the "LLC") pursuant to a transfer from Omni Rollover, Inc. and (ii) 5,637 Series B Preferred Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Series B Transfers"). The Series B Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC.
(2) Represents Series B Preferred Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable at the option of the holder into shares of the Issuer's common stock. The Series B Preferred Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.
(3) Reflects (i) 21,491 Opco Class B Units acquired by the LLC pursuant to a transfer from Omni Rollover, Inc. and (ii) 5,637 Opco Class B Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Opco Class B Transfers"). The Opco Class B Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC.
(4) Represents Opco Class B Units held by the LLC. Series B Preferred Units and corresponding Opco Class B Units are exchangeable into shares of the Issuer's common stock. The Opco Class B Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.
(5) Reflects (i) 37,167 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from Omni Rollover, Inc. and (ii) 9,749 Opco Series C-2 Units acquired by the LLC pursuant to a transfer from MKJ Holdco, LLC (the "Opco Series C-2 Transfers"). The Opco Series C-2 Transfers were effective as of May 22, 2024 and made pursuant to certain profit sharing agreements between the LLC, Omni Rollover, Inc. and MKJ Holdco, LLC.
(6) Represents Opco Series C-2 Units held by the LLC. 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. The Opco Series C-2 Units do not have an expiration date. The reporting person is a co-manager of the LLC. The reporting person disclaims beneficial ownership of the securities held by the LLC, except to the extent of his pecuniary interest therein.

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