Covenant Logistics director gets 4,382-share stock grant

KRAMER D MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

KRAMER D MICHAEL reported acquisition or exercise transactions in this Form 4 filing.

Covenant Logistics Group director D. Michael Kramer reported receiving an equity award of 4,382 shares of Class A Common Stock as annual compensation. The grant represents $140,000 in value, calculated using the closing price on the date of the company’s 2026 annual meeting, and was issued under the Third Amended and Restated 2006 Omnibus Incentive Plan, subject to vesting, forfeiture, and termination conditions. Following this award, Kramer holds 23,118 shares directly. An additional 400 shares are held in a Uniform Transfers to Minors Act account for which he is custodian, and he expressly disclaims beneficial ownership of those custodial shares.

Insider Trade Summary

Grant/Award: 4,382 shares

Grant/Award 3 txns

Insider KRAMER D MICHAEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,382	$0.00	$0.00
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 23,118 shares (Direct); Class A Common Stock — 800 shares (Indirect, As UTMA custodian)

Footnotes (2)

1. F1. Share award represents annual equity compensation in the form of a grant of restricted stock units equal to $140,000, divided by the closing price on the date of the Company's 2026 annual meeting of stockholders. The award was made under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended, and subject to certain vesting, forfeiture, and termination provisions.
2. F2. The shares are held under a Uniform Transfers to Minors Act ("UTMA") account over which Mr. Kramer is the custodian. Mr. Kramer disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

Key Figures

Equity award shares: 4,382 shares Award value: $140,000 Direct holdings after grant: 23,118 shares +2 more

5 metrics

Equity award shares 4,382 shares Class A Common Stock grant as annual equity compensation

Award value $140,000 Value divided by closing price on 2026 annual meeting date

Direct holdings after grant 23,118 shares Class A Common Stock held directly by Kramer after award

UTMA custodial holdings 400 shares Shares held in a UTMA account where Kramer is custodian

Transaction date May 13, 2026 Date of reported transactions on Form 4

Key Terms

restricted stock units, Third Amended and Restated 2006 Omnibus Incentive Plan, vesting, forfeiture, and termination provisions, Uniform Transfers to Minors Act, +1 more

5 terms

restricted stock units financial

"Share award represents annual equity compensation in the form of a grant of restricted stock units equal to $140,000"

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.

Third Amended and Restated 2006 Omnibus Incentive Plan financial

"The award was made under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended"

vesting, forfeiture, and termination provisions financial

"and subject to certain vesting, forfeiture, and termination provisions"

Uniform Transfers to Minors Act financial

"The shares are held under a Uniform Transfers to Minors Act ("UTMA") account over which Mr. Kramer is the custodian"

Section 16 regulatory

"this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

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

What insider transaction did CVLG director D. Michael Kramer report?

Kramer reported an equity compensation award of 4,382 shares of Class A Common Stock. The shares were granted at no cash cost as part of his annual director compensation under the company’s omnibus incentive plan, subject to vesting and forfeiture conditions.

What is the value of the stock award reported by CVLG director Kramer?

The award equals $140,000 in value, divided by the closing price on the date of Covenant Logistics’ 2026 annual shareholder meeting. This formula determined the 4,382 awarded shares and reflects standard practice for equity-based director compensation grants.

How many CVLG shares does Kramer hold after this Form 4 transaction?

After the reported grant, Kramer directly holds 23,118 shares of Covenant Logistics Group Class A Common Stock. This figure reflects his direct ownership position following the equity award and excludes shares held in separate custodial accounts for minors.

What is the significance of the 400 CVLG shares held in a UTMA account?

Four hundred shares are held in a Uniform Transfers to Minors Act account over which Kramer acts as custodian. He formally disclaims beneficial ownership of these shares, meaning they are attributed to the minor’s account rather than to his personal holdings.

Under which plan was Kramer’s CVLG stock award granted?

The grant was made under Covenant Logistics Group’s Third Amended and Restated 2006 Omnibus Incentive Plan. This plan governs equity-based compensation, including restricted stock units, and sets the vesting, forfeiture, and termination provisions applicable to Kramer’s award.

Was Kramer’s 4,382-share CVLG award an open-market purchase or a grant?

The 4,382 shares reflect a grant or award, not an open-market purchase. The transaction carried code A, indicating a grant or other acquisition, and the price per share is shown as $0.0000 because it was compensation rather than a market buy.

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

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Accepted by SEC EDGAR 05/15/2026 - 05:46 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^*

KRAMER D MICHAEL

(Last) (First) (Middle)

1 UNION SQUARE

SUITE 600

(Street)

CHATTANOOGA TENNESSEE 37402

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026

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	05/13/2026		A(1)		4,382(1)	A	$0	23,118	D
Class A Common Stock								400	I	As UTMA custodian(2)
Class A Common Stock								400	I	As UTMA custodian(2)

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. Share award represents annual equity compensation in the form of a grant of restricted stock units equal to $140,000, divided by the closing price on the date of the Company's 2026 annual meeting of stockholders. The award was made under the Third Amended and Restated 2006 Omnibus Incentive Plan, as amended, and subject to certain vesting, forfeiture, and termination provisions.

2. The shares are held under a Uniform Transfers to Minors Act ("UTMA") account over which Mr. Kramer is the custodian. Mr. Kramer disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ D. Michael Kramer, by Cody Kofoid, attorney-in-fact, pursuant to a POA previously filed with the SEC	05/15/2026
	** 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)