Sec Form 3 Filing - CLEARLAKE CAPITAL GROUP, L.P. @ FORWARD AIR CORP - 2024-08-14

FORM 3 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 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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1. Name and Address of Reporting Person CLEARLAKE CAPITAL GROUP, L.P. 2. Issuer Name and Ticker or Trading Symbol FORWARD AIR CORP [ FWRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 233 WILSHIRE BOULEVARD, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 08/14/2024 (Street) SANTA MONICA, CA90401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 2,691,677 I See Footnote ( 1 ) ( 3 ) Common Stock 1,133,323 I See Footnote ( 2 ) ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CLEARLAKE CAPITAL GROUP, L.P. 233 WILSHIRE BOULEVARD, SUITE 800 SANTA MONICA, CA90401 X Feliciano Jose Enrique 233 WILSHIRE BOULEVARD, SUITE 800 SANTA MONICA, CA90401 X Eghbali Behdad 233 WILSHIRE BOULEVARD, SUITE 800 SANTA MONICA, CA90401 X Signatures Clearlake Capital Group, L.P., By: /s/ John Cannon, as Attorney-in-Fact 08/14/2024 Signature of Reporting Person Date /s/ John Cannon, Attorney-in-Fact for Jose Enrique Feliciano 08/14/2024 Signature of Reporting Person Date /s/ John Cannon, Attorney-in-Fact for Behdad Eghbali 08/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held for the account of Clearlake Capital Partners VII Finance, L.P. ("Clearlake Capital Partners VII"). ( 2 )Shares held for the account of Clearlake Capital Partners VIII Finance, L.P. ("Clearlake Capital Partners VIII"). ( 3 )Clearlake Capital Group, L.P. serves as the investment adviser to and controls each of Clearlake Capital Partners VII and Clearlake Capital Partners VIII. Mr. Feliciano and Mr. Eghbali are Managing Partners of Clearlake Capital Group, L.P. Each of Clearlake Capital Group, L.P., Mr. Feliciano and Mr. Eghbali disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney of Reporting Persons (incorporated herein by reference to the Power of Attorney filed as Exhibit No. 2 to the Schedule 13G filed by the Reporting Persons on February 8, 2021).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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