Covenant Logistics CFO exercises RSUs, pays taxes

COVENANT LOGISTICS GROUP, INC. executive Grant James S III, the EVP and CFO, reported routine equity compensation activity.

Rhea-AI Filing Summary

COVENANT LOGISTICS GROUP, INC. executive Grant James S III, the EVP and CFO, reported routine equity compensation activity. On July 1, 2026, he exercised previously granted restricted stock units into a total of 7,139 shares of Class A common stock. To cover related tax obligations at $44.83 per share, the filing shows 2,810 shares deemed withheld by the company rather than sold in the open market. These transactions increase his direct stock ownership through compensation while using share withholding instead of cash to satisfy taxes.

Insider Trade Summary

7,139 shares exercised/converted

Exercise 6 txns

Insider Grant James S III

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	3,524	$0.00	$0.00
Exercise	Restricted Stock Units	3,615	$0.00	$0.00
Exercise	Class A Common Stock	3,524	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,387	$44.83	$62K
Exercise	Class A Common Stock	3,615	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,423	$44.83	$64K

Holdings After Transaction: Restricted Stock Units — 10,756 contracts (Direct); Class A Common Stock — 50,608 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock unit ("RSU") represents the previously granted contingent right to receive one share of Class A common stock.
2. F2. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of RSUs previously granted to the Reporting Person.
3. F3. 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.
4. F4. 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, 2026, subject to certain vesting, forfeiture, and termination provisions.

Key Figures

RSUs exercised: 7,139 shares Shares withheld for taxes: 2,810 shares Withholding price: $44.83 per share +2 more

5 metrics

RSUs exercised 7,139 shares Restricted stock units converted to Class A common stock on July 1, 2026

Shares withheld for taxes 2,810 shares Deemed withheld to satisfy tax obligations on RSU vesting

Withholding price $44.83 per share Value used for shares deemed withheld to cover tax liability

Derivative exercises 2 transactions, 7,139 shares Exercise or conversion of derivative securities (RSUs) on July 1, 2026

Tax-withholding dispositions 2 transactions, 2,810 shares Payment of tax liability by delivering securities instead of cash

Key Terms

Restricted Stock Units, tax withholding obligations, Third Amended and Restated 2006 Omnibus Incentive Plan, Class A Common Stock

4 terms

Restricted Stock Units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

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

Third Amended and Restated 2006 Omnibus Incentive Plan financial

"Represents RSUs previously granted under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended."

Class A Common Stock financial

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

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CVLG EVP and CFO Grant James S III report?

The CVLG EVP and CFO reported exercising restricted stock units into 7,139 shares of Class A common stock. The filing also shows 2,810 shares deemed withheld to satisfy tax obligations tied to those vesting awards, with no open-market share sales disclosed.

Did the CVLG CFO sell shares in the open market in this Form 4?

The Form 4 does not show any open-market sales by the CVLG CFO. Instead, 2,810 shares were deemed withheld at $44.83 per share to cover tax liabilities triggered by vesting restricted stock units previously granted as compensation.

How many Covenant Logistics RSUs vested for the CFO on July 1, 2026?

On July 1, 2026, restricted stock units previously granted to the Covenant Logistics CFO converted into 7,139 shares of Class A common stock. These RSUs were granted under the company’s omnibus incentive plan and vest in scheduled annual installments subject to standard vesting conditions.

What share price was used for CVLG tax withholding on the CFO’s RSUs?

The filing reports a price of $44.83 per share for shares deemed withheld to satisfy tax obligations. At this price, 2,810 shares of Class A common stock were withheld upon RSU vesting, functioning as payment of the associated tax liability in stock rather than cash.

What incentive plan governs the CVLG CFO’s restricted stock units?

The CFO’s restricted stock units were granted under Covenant Logistics’ Third Amended and Restated 2006 Omnibus Incentive Plan. Footnotes state these RSUs vest in three equal annual installments beginning on July 1, 2025 and July 1, 2026, subject to vesting and forfeiture provisions.

Are there remaining unvested CVLG RSUs for the CFO after these transactions?

Yes. Footnotes indicate that additional RSUs remain outstanding under the omnibus incentive plan, vesting in three equal annual installments beginning July 1, 2025 and July 1, 2026. These future vesting tranches are still subject to vesting, forfeiture and termination conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 05:22 PM Learn about SEC filing dates

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^*

Grant James S III

(Last) (First) (Middle)

400 BIRMINGHAM HIGHWAY

(Street)

CHATTANOOGA TENNESSEE 37419

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		M		3,524	A	(1)	49,803	D
Class A Common Stock	07/01/2026		F(2)		1,387(2)	D	$44.83	48,416	D
Class A Common Stock	07/01/2026		M		3,615	A	(1)	52,031	D
Class A Common Stock	07/01/2026		F(2)		1,423(2)	D	$44.83	50,608	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)	07/01/2026		M			3,524	(3)	(3)	Class A Common Stock	3,524	$0	3,526	D
Restricted Stock Units	(1)	07/01/2026		M			3,615	(4)	(4)	Class A Common Stock	3,615	$0	7,230	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. 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.

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, 2026, subject to certain vesting, forfeiture, and termination provisions.

	/s/ James S. Grant III, by Cody Kofoid, attorney-in-fact, pursuant to a POA previously filed with the SEC	07/06/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)