Covenant Logistics (CVLG) CFO reports 2,288-share tax withholding event

Rhea-AI Filing Summary

Covenant Logistics Group, Inc. executive James S. Grant III, who serves as EVP and CFO, reported an automatic share withholding related to equity compensation. On 12/31/2025, 2,288 shares of Class A common stock were withheld at a price of $22.04 per share. This was done to satisfy tax withholding obligations tied to previously granted restricted stock that vested on that date.

After this tax-related transaction, Grant directly beneficially owned 48,819 shares of Covenant Logistics Group Class A common stock. The filing reflects a routine administrative adjustment associated with the vesting of equity awards rather than an open-market purchase or sale.

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

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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^*

Grant James S III

(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)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F(1)		2,288(1)	D	$22.04	48,819	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

Explanation of Responses:

1. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock previously granted to the Reporting Person.

	/s/ James S. Grant III, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	01/05/2026
	** 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

What insider transaction did CVLG executive James S. Grant III report?

James S. Grant III, EVP and CFO of Covenant Logistics Group, Inc. (CVLG), reported that on 12/31/2025, 2,288 shares of Class A common stock were withheld to cover tax obligations upon vesting of previously granted restricted stock.

Was the CVLG insider transaction an open-market buy or sell?

No. The filing shows a transaction coded F, meaning 2,288 shares were deemed withheld to satisfy tax withholding obligations upon vesting of restricted stock, rather than an open-market purchase or sale.

How many CVLG shares does James S. Grant III own after this transaction?

Following the tax withholding transaction on 12/31/2025, James S. Grant III directly beneficially owned 48,819 shares of Covenant Logistics Group Class A common stock.

What price was used for the CVLG shares withheld for taxes?

The 2,288 shares of Covenant Logistics Group Class A common stock withheld for tax purposes were valued at $22.04 per share in the reported transaction.

What does transaction code F mean in the CVLG Form 4 filing?

Transaction code F in this context indicates shares were withheld to satisfy tax withholding obligations upon the vesting of restricted stock previously granted to the reporting person.

What role does the reporting person hold at Covenant Logistics Group (CVLG)?

The reporting person, James S. Grant III, is an officer of Covenant Logistics Group, Inc., serving as EVP and CFO as disclosed in the filing.