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

Rhea-AI Filing Summary

Covenant Logistics Group, Inc. (CVLG) – Form 4 insider transaction

Chief Accounting Officer Matisse Long reported routine equity activity dated July 1, 2025. A total of 564 Class A common shares were issued upon the conversion of restricted stock units (RSUs) (Transaction Code M). To cover statutory tax withholding, 138 shares were automatically withheld by the issuer (Transaction Code F) at a price of $25.23 per share.

Following the transactions, Long’s direct ownership stands at 13,719 Class A shares. The filing also discloses a remaining 1,128 unvested RSUs that were previously granted under the Third Amended and Restated 2006 Omnibus Incentive Plan. These RSUs vest in three equal annual installments starting July 1, 2025 and are subject to customary forfeiture provisions.

The company executed a 2-for-1 stock split on December 31, 2024, which doubled the share counts referenced in this filing. No open-market purchase or sale was reported; all activity relates to equity compensation mechanics. From a capital-markets perspective, the event is administrative and is unlikely to exert meaningful influence on CVLG’s share supply or trading dynamics.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; minimal effect on CVLG’s float or valuation.

The filing reflects standard equity-compensation procedures: 564 shares released, 138 withheld for taxes, net 426 added to insider ownership. Post-vesting holdings remain modest at 13.7k shares, representing an immaterial fraction of CVLG’s outstanding shares. No purchase or discretionary sale occurred, so market signalling is neutral. Investors can view the disclosure as housekeeping rather than a catalyst.

Corporate Governance Expert

TL;DR: Standard 10b5-1-compliant disclosure enhances transparency; governance impact neutral.

The CAO’s transaction complies with Rule 10b5-1 safeguards and continues the company’s pattern of timely, detailed insider reporting. Tax-withholding via share surrender is industry standard and avoids insider open-market sales. The remaining 1,128 RSUs vest over three years, aligning executive incentives with shareholder value. Governance view: neutral; no red flags or notable positive surprises.

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^*

Long Matisse

(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)
	Chief Accounting Officer

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		564	A	(1)	13,857	D
Class A Common Stock	07/01/2025		F(2)		138(2)	D	$25.23	13,719	D

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			564(3)	(4)	(4)	Class A Common Stock	564(3)	$0	1,128(3)	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. 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.

4. 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/ Matisse Long, 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What type of insider transaction did CVLG report on Form 4?

Conversion of 564 previously granted RSUs into Class A common shares, with simultaneous share withholding for taxes.

How many CVLG shares does Chief Accounting Officer Matisse Long own after the transaction?

Long now directly owns 13,719 Class A shares following the RSU vesting and tax withholding.

What price was used for the tax-withholding shares in the CVLG Form 4 filing?

Shares were withheld at $25.23 per share to satisfy tax obligations.

How many restricted stock units remain unvested for the CAO after this filing?

A total of 1,128 RSUs remain, vesting in three equal annual installments starting July 1, 2025.

Did the Form 4 indicate any open-market buying or selling by the insider?

No. All reported activity relates to RSU vesting and tax withholding; no discretionary market trades were made.