| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1)(2) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price(3) | Fee Rate | Amount of Registration Fee(3) | ||||||||||||||||
| Equity | Common Stock, par value $0.01 per share | 457(c) and 457(h) | 1,370,000 | $ | 21.52 | $ | 29,482,400 | $ | 0.00014760 | $ | 4,351.60 | ||||||||||||
| Equity | Common Stock, par value $0.01 per share | 457(c) and 457(h) | 50,955 | $ | 21.52 | $ | 1,096,552 | $ | 0.00014760 | $ | 161.85 | ||||||||||||
| Equity | Common Stock, par value $0.01 per share | 457(c) and 457(h) | 152,866 | $ | 21.52 | $ | 3,289,676 | $ | 0.00014760 | $ | 485.56 | ||||||||||||
| Total Offering Amounts | $ | 33,868,628 | $ | 4,999.01 | |||||||||||||||||||
| Total Fees Previously Paid | N/A | ||||||||||||||||||||||
| Total Fee Offsets | N/A | ||||||||||||||||||||||
| Net Fee Due | $ | 4,999.01 | |||||||||||||||||||||
| (1) | The number of shares of common stock, par value $0.01 per share (“Common Stock”), registered represents an aggregate of 1,573,821 shares of Common Stock, which consists of: (a) 1,370,000 shares of Common Stock issuable under the 2016 Omnibus Incentive Compensation Plan (the “Plan”), pursuant to an amendment to the Plan approved by the shareholders of Forward Air Corporation at its 2024 Annual Meeting of Shareholders on June 3, 2024; (b) 50,955 shares of Common Stock issuable upon the vesting of a maximum of 50,955 restricted shares of Common Stock (Inducement Award) and (c) 152,866 shares of Common Stock issuable upon the vesting of a maximum of 152,866 performance share units entered into on April 22, 2024 (Inducement Award) (collectively, the “Registered Shares”). | ||||
| (2) | Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable pursuant to the Registered Shares by reason of any stock split, stock dividend or other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding Common Stock. | ||||
| (3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The proposed maximum offering price per share is calculated on the basis of $21.52, the average of the high and low price of the Common Stock as reported on the Nasdaq Stock Market on June 11, 2024, which is within five business days prior to filing of this Registration Statement. | ||||
