Covenant Logistics (CVLG) president exercises RSUs with tax withholding, updates direct and indirect holdings

Rhea-AI Filing Summary

COVENANT LOGISTICS GROUP, INC. President Paul Bunn reported routine equity compensation activity involving restricted stock units and related tax withholding. He exercised 7,230 and 7,050 RSUs into Class A common stock, each RSU converting into one share. To cover tax obligations upon vesting, 3,206 and 3,126 shares were deemed withheld at a price of $44.83 per share. Following these transactions, he directly owned 202,817 Class A shares, with additional indirect holdings of 41,266 shares through a 401(k) employer stock fund and 5,030 shares held by his spouse.

Insights

Equity compensation and governance analyst

Routine RSU vesting with tax withholding; no open‑market trades.

President Paul Bunn exercised restricted stock units into Class A common shares and had a portion of shares withheld to satisfy tax obligations. Codes M and F indicate derivative exercises and tax-withholding dispositions, rather than discretionary buying or selling in the market.

The filing shows 14,280 RSUs converting into common stock and 6,332 shares withheld at $44.83 per share for taxes. After these entries, Bunn directly held 202,817 shares, plus indirect exposure via a 401(k) account and spouse holdings. This pattern is typical of executive compensation vesting.

Because there are no open‑market purchase or sale codes and no remaining derivative positions listed in the excerpt, the informational signal for investors is limited. The transactions mainly update ownership records and reflect ongoing compensation under the company’s omnibus incentive plan.

Insider Trade Summary

14,280 shares exercised/converted

Mixed 8 txns

Insider BUNN PAUL

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	7,050	$0.00	--
Exercise	Restricted Stock Units	7,230	$0.00	--
Exercise	Class A Common Stock	7,050	$0.00	--
Tax Withholding	Class A Common Stock	3,126	$44.83	$140K
Exercise	Class A Common Stock	7,230	$0.00	--
Tax Withholding	Class A Common Stock	3,206	$44.83	$144K
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 7,050 shares (Direct, null); Class A Common Stock — 205,943 shares (Direct, null); Class A Common Stock — 5,030 shares (Indirect, By Spouse)

Footnotes (1)

1. Each restricted stock unit ("RSU") represents the previously granted contingent right to receive one share of Class A common stock. Represents the number of shares deemed withheld to satisfy tax withholding obligations upon vesting of RSUs previously granted to the Reporting Person. The number of shares beneficially owned following the reported transaction is equal to the Reporting Person's July 1, 2026 account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on July 1, 2026. The plan is unitized and as such does not itself allocate a specific number of shares to each participant. 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. 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 batch 1: 7,230 RSUs RSUs exercised batch 2: 7,050 RSUs Shares withheld for taxes 1: 3,206 shares at $44.83 +5 more

8 metrics

RSUs exercised batch 1 7,230 RSUs Converted into Class A common stock on July 1, 2026

RSUs exercised batch 2 7,050 RSUs Converted into Class A common stock on July 1, 2026

Shares withheld for taxes 1 3,206 shares at $44.83 Deemed withheld to satisfy tax obligations

Shares withheld for taxes 2 3,126 shares at $44.83 Deemed withheld to satisfy tax obligations

Direct holdings after transactions 202,817 shares Class A common stock directly owned after July 1, 2026 entries

401(k) indirect holdings 41,266 shares Employer stock fund in 401(k) based on July 1, 2026 balance

Spouse-held shares 5,030 shares Indirect ownership via spouse’s Class A common stock holdings

Remaining RSUs lot 14,460 RSUs Restricted Stock Units remaining after one batch of exercises

Key Terms

Restricted Stock Units, tax withholding obligations, 401(k) plan, employer stock fund, +2 more

6 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units" and footnote defining each RSU as a right to one share"

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"

401(k) plan financial

"account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

employer stock fund financial

"account balance in the employer stock fund under the issuer's 401(k) plan"

Omnibus Incentive Plan financial

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

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

beneficially owned financial

"The number of shares beneficially owned following the reported transaction is equal to the Reporting Person's July 1, 2026 account balance"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 05:24 PM Accepted by SEC EDGAR 07/06/2026 - 05:24 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^*

BUNN PAUL

(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)
	President

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		7,050	A	(1)	205,943	D
Class A Common Stock	07/01/2026		F(2)		3,126(2)	D	$44.83	202,817	D
Class A Common Stock	07/01/2026		M		7,230	A	(1)	210,047	D
Class A Common Stock	07/01/2026		F(2)		3,206(2)	D	$44.83	206,841	D
Class A Common Stock								5,030	I	By Spouse
Class A Common Stock								41,266(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)	07/01/2026		M			7,050	(4)	(4)	Class A Common Stock	7,050	$0	7,050	D
Restricted Stock Units	(1)	07/01/2026		M			7,230	(5)	(5)	Class A Common Stock	7,230	$0	14,460	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, 2026 account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on July 1, 2026. The plan is unitized and as such does not itself allocate a specific number of shares to each participant.

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.

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, 2026, 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	07/06/2026
	** 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.
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did CVLG President Paul Bunn report in this Form 4 filing?

Paul Bunn reported routine equity compensation activity, not open‑market trades. He exercised restricted stock units into Class A common stock and had shares withheld to cover tax obligations associated with those vesting RSUs, updating his direct and indirect share ownership positions.

How many Covenant Logistics (CVLG) RSUs did Paul Bunn exercise?

Paul Bunn exercised 7,230 and 7,050 restricted stock units, for a total of 14,280 RSUs. Each RSU represents a contingent right to receive one share of Class A common stock, so these exercises increased his common share holdings accordingly under the company’s incentive plan.

How many CVLG shares were withheld for Paul Bunn’s tax obligations?

The filing shows 3,206 and 3,126 Class A shares deemed withheld, totaling 6,332 shares. These withholdings occurred at a price of $44.83 per share to satisfy tax obligations triggered when the previously granted restricted stock units vested.

What are Paul Bunn’s direct Covenant Logistics (CVLG) share holdings after the transactions?

After the reported RSU exercises and tax withholdings, Paul Bunn directly held 202,817 shares of Covenant Logistics Class A common stock. This figure reflects his updated direct ownership position following the compensation-related transactions disclosed in this Form 4 filing.

What indirect CVLG holdings does Paul Bunn report in the Form 4?

Bunn reports 41,266 shares indirectly through his 401(k) employer stock fund and 5,030 shares held by his spouse. The 401(k) amount is based on his July 1, 2026 account balance divided by the closing price, because the plan is unitized.

Does this CVLG Form 4 show any open‑market stock purchases or sales by Paul Bunn?

No, the transactions involve RSU exercises (code M) and tax-withholding dispositions (code F). These are compensation and tax-related entries, not open‑market buying or selling of Covenant Logistics Group Class A common stock by the company’s president.