Covenant Logistics (CVLG) CFO exercises 35,794 options, 10,430 shares for taxes

Rhea-AI Filing Summary

Covenant Logistics Group EVP and CFO James S. Grant III reported stock option exercises and related tax withholding. On May 28, 2026, he exercised employee stock options covering a total of 35,794 shares of Class A Common Stock at an exercise price of $7.885 per share. In a separate F-code transaction the same day, 10,430 shares were disposed of at $39.55 per share to satisfy tax obligations. Following these transactions, he directly owns 46,279 shares of Class A Common Stock.

Insider Trade Summary

35,794 shares exercised/converted

Mixed 5 txns

Insider Grant James S III

Role EVP and CFO

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (Right to Buy)	18,030	$0.00	--
Exercise	Employee Stock Option (Right to Buy)	17,764	$0.00	--
Exercise	Class A Common Stock	18,030	$7.885	$142K
Exercise	Class A Common Stock	17,764	$7.885	$140K
Tax Withholding	Class A Common Stock	10,430	$39.55	$413K

Holdings After Transaction: Employee Stock Option (Right to Buy) — 0 shares (Direct, null); Class A Common Stock — 38,945 shares (Direct, null)

Footnotes (1)

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Key Figures

Options exercised: 35,794 shares Tax-withholding shares: 10,430 shares Exercise price: $7.885 per share +2 more

5 metrics

Options exercised 35,794 shares Total Class A Common Stock from M-code exercises on May 28, 2026

Tax-withholding shares 10,430 shares F-code tax-withholding disposition at $39.55 per share

Exercise price $7.885 per share Employee stock option exercise price for underlying Class A shares

Post-transaction holdings 46,279 shares Class A Common Stock directly owned after May 28, 2026 transactions

Option expiration date 2030-11-11 Expiration date for the exercised employee stock options

Key Terms

Employee Stock Option (Right to Buy), tax-withholding disposition, Exercise or conversion of derivative security, two-for-one stock split

4 terms

Employee Stock Option (Right to Buy) financial

"security_title shows "Employee Stock Option (Right to Buy)" for derivative entries."

tax-withholding disposition financial

"transaction_action for the F-code entry is "tax-withholding disposition"."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Exercise or conversion of derivative security financial

"transaction_code_description for M-code entries states "Exercise or conversion of derivative security"."

two-for-one stock split financial

"a footnote describes a "two-for-one stock split" executed on December 31, 2024."

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Form 4 Insider Transactions: What Each Field Means →

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)
05/28/2026

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	05/28/2026		M		18,030	A	$7.885	38,945	D
Class A Common Stock	05/28/2026		M		17,764	A	$7.885	56,709	D
Class A Common Stock	05/28/2026		F		10,430	D	$39.55	46,279	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
Employee Stock Option (Right to Buy)	$7.885(1)	05/28/2026		M			18,030	08/22/2022	11/11/2030	Class A Common Stock	18,030	$0	0(1)	D
Employee Stock Option (Right to Buy)	$7.885(1)	05/28/2026		M			17,764	02/28/2024	11/11/2030	Class A Common Stock	17,764	$0	36,322(1)	D

Explanation of Responses:

1. On December 31, 2024, the Issuer executed a two-for-one stock split with a record date of December 20, 2024, effected in the form of a stock dividend on each share of the Issuer's Class A common stock and Class B common stock.

	/s/ James S. Grant III, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	06/01/2026
	** 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 insider transactions did Covenant Logistics (CVLG) report on this Form 4?

The Form 4 reports that EVP and CFO James S. Grant III exercised employee stock options for 35,794 shares of Class A Common Stock and had 10,430 shares disposed of to cover tax obligations, all dated May 28, 2026, with resulting updated share ownership.

How many Covenant Logistics (CVLG) shares did the CFO acquire through option exercises?

James S. Grant III exercised employee stock options covering 17,764 and 18,030 shares of Class A Common Stock, totaling 35,794 shares. These M-code transactions are classified as exercises or conversions of derivative securities into common stock rather than open-market purchases.

What prices applied to the Covenant Logistics (CVLG) CFO’s Form 4 transactions?

The employee stock options were exercised at an exercise price of $7.885 per share. Separately, 10,430 shares of Class A Common Stock were disposed of at $39.55 per share in an F-code transaction designated as payment of tax liability by delivering securities.

How many Covenant Logistics (CVLG) shares does the CFO hold after these transactions?

After the reported May 28, 2026 transactions, James S. Grant III directly owns 46,279 shares of Covenant Logistics Group Class A Common Stock. This post-transaction balance is shown in the non-derivative F-code entry’s total shares following transaction field for his direct ownership.

Were the Covenant Logistics (CVLG) CFO’s Form 4 transactions open-market sales?

The filing shows no open-market sales. The disposition of 10,430 shares is coded F and described as payment of exercise price or tax liability by delivering securities, indicating tax-withholding rather than a discretionary open-market sale of Covenant Logistics shares.

What happened to the Covenant Logistics (CVLG) employee stock options in this Form 4?

Two blocks of employee stock options, for 17,764 and 18,030 underlying shares at a $7.885 exercise price, were exercised on May 28, 2026. Derivative entries show totals following transaction of 36,322 and 0, indicating these specific option positions were fully exercised by that date.