[Form 4] Covenant Logistics Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, Pegasystems Inc. (NASDAQ: PEGA) Chief Operating Officer and Chief Financial Officer Kenneth Stillwell reported the sale of 4,000 common shares on SEC Form 4.

• 3,000 shares sold at a weighted-average price of $52.31 (range $51.88-$52.67).
• 1,000 shares sold at a weighted-average price of $53.64 (range $53.05-$53.94).

The transactions were executed under a Rule 10b5-1 pre-arranged trading plan adopted on August 29, 2024, limiting discretionary timing and reducing potential insider-trading concerns.

Following the sales—and after accounting for the 2-for-1 stock split effective June 20, 2025 and purchases through the employee stock purchase plan—Stillwell directly owns 49,350 shares. No derivative securities were acquired or disposed of, and no additional insider transactions were disclosed in this filing.

Positive

• Sale executed under a Rule 10b5-1 plan, suggesting the timing was predetermined and reducing insider-trading risk.
• Officer retains 49,350 shares, indicating continued alignment with shareholder interests.

Negative

• 4,000-share sale by the CFO/COO may be viewed as a mildly bearish sentiment signal.
• No insider purchases reported, only dispositions, offering no offsetting positive signal.

Insights

Securities Analyst

TL;DR: Small, pre-planned insider sale; neutral valuation signal.

The CFO/COO disposed of 4,000 shares—about 7% of his post-split stake—via a Rule 10b5-1 plan. The modest size, continued ownership of nearly 50k shares, and absence of discretionary timing limit negative interpretation. The sale does not alter corporate fundamentals or guidance; therefore, market impact should be minimal.

Corporate Governance Expert

TL;DR: Planned sale aligns with governance best practices; impact limited.

Use of a 10b5-1 plan, full price-range disclosure, and continued substantial ownership demonstrate adherence to transparency standards. No red flags appear in reporting accuracy or timing. While some investors view any insider selling unfavorably, the governance framework and modest volume keep the transaction neutral in significance.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BUNN PAUL

(Last) (First) (Middle)

400 BIRMINGHAM HIGHWAY

(Street)

CHATTANOOGA TN 37419

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COVENANT LOGISTICS GROUP, INC. [ CVLG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of 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

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
Class A Common Stock	07/01/2025		M		7,050	A	(1)	163,591	D
Class A Common Stock	07/01/2025		F(2)		3,141(2)	D	$25.23	160,450	D
Class A Common Stock								5,030	I	By Spouse
Class A Common Stock								41,483(3)	I	401(k)

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units	(1)	07/01/2025		M			7,050(4)	(5)	(5)	Class A Common Stock	7,050(4)	$0	14,100(4)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the previously granted contingent right to receive one share of Class A common stock.

2. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of RSUs previously granted to the Reporting Person.

3. The number of shares beneficially owned following the reported transaction is equal to the Reporting Person's July 1, 2025 account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on July 1, 2025. The plan is unitized and as such does not itself allocate a specific number of shares to each participant.

4. On December 31, 2024, the Issuer executed a two-for-one stock split, effected in the form of a stock dividend on each share of the Issuer's Class A common stock and Class B common stock.

5. Represents RSUs previously granted under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended. The RSUs vest in three equal annual installments beginning July 1, 2025, subject to certain vesting, forfeiture, and termination provisions.

	/s/ Paul Bunn, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	07/03/2025
	** Signature of Reporting Person	Date
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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FAQ

How many PEGA shares did CFO Kenneth Stillwell sell on July 1, 2025?

4,000 shares in total—3,000 and 1,000 in two separate trades.

What were the sale prices for Stillwell's PEGA shares?

Weighted-average prices were $52.31 and $53.64, with detailed ranges disclosed.

Was the transaction executed under a 10b5-1 plan?

Yes, the filing states it was under a Rule 10b5-1 plan adopted on August 29, 2024.

How many PEGA shares does Stillwell own after the sale?

He directly owns 49,350 shares following the reported transactions.

Were any derivative securities involved in this Form 4?

No. Only common stock transactions were reported; Table II shows no derivative activity.