STOCK TITAN

Covenant Logistics (CVLG) CEO gifts shares after large option exercise

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Covenant Logistics Group Chairman and CEO David Ray Parker reported several equity transactions in company stock. On April 29, 2026, he exercised employee stock options to acquire a total of 165,332 shares of Class A common stock at an exercise price of $10.62 per share.

To cover related obligations, 95,760 Class A shares were disposed of as a tax-withholding transaction at $34.84 per share, rather than through an open-market sale. In a separate bona fide gift, 70,000 Class A shares were transferred without consideration.

After these transactions, Parker directly held 4,700,000 shares of Class B common stock and maintained an interest in 76,574 Class A shares through an employer 401(k) stock fund. He also retained 44,084 employee stock options with a $10.62 exercise price expiring on April 6, 2031.

Positive

  • None.

Negative

  • None.
Insider PARKER DAVID RAY, PARKER JACQUELINE F
Role Chairman and CEO | null
Type Security Shares Price Value
Exercise Employee Stock Option (Right to Buy) 155,916 $0.00 --
Exercise Employee Stock Option (Right to Buy) 9,416 $0.00 --
Gift Class A Common Stock 70,000 $0.00 --
Exercise Class A Common Stock 155,916 $10.62 $1.66M
Exercise Class A Common Stock 9,416 $10.62 $100K
Tax Withholding Class A Common Stock 95,760 $34.84 $3.34M
holding Class A Common Stock -- -- --
holding Class B Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (Right to Buy) — 44,084 shares (Direct, null); Class A Common Stock — 1,977,544 shares (Direct, null); Class A Common Stock — 76,574 shares (Indirect, 401(k)); Class B Common Stock — 4,700,000 shares (Direct, null)
Footnotes (1)
  1. Shares owned jointly by Mr. and Mrs. Parker, as joint tenants with rights of survivorship. The number of shares beneficially owned following the reported transaction is equal to Mr. Parker's April 24, 2026 account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on April 24, 2026. The plan is unitized and as such does not itself allocate a specific number of shares to each participant. 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.
Options exercised 165,332 shares at $10.62 Employee stock options for Class A common stock
Tax-withholding disposition 95,760 shares at $34.84 Shares delivered to satisfy exercise price or tax liability
Bona fide gift 70,000 shares Gift transfer of Class A common stock
Class B holdings after 4,700,000 shares Direct ownership of Class B common stock after transactions
401(k) Class A interest 76,574 shares Interest in employer stock fund under 401(k) plan
Remaining employee stock options 44,084 options at $10.62 Options expiring April 6, 2031
Employee Stock Option (Right to Buy) financial
""Employee Stock Option (Right to Buy)" is listed as the security title"
bona fide gift financial
"The transaction code "G" is described as a bona fide gift"
tax-withholding disposition financial
"Transaction action is described as a 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.
401(k) financial
"The nature of ownership for certain Class A shares is listed as "401(k)""
A 401(k) is a type of retirement savings plan offered by employers that allows workers to set aside a portion of their paycheck before taxes are taken out. The money saved in a 401(k) can grow over time through investments, helping individuals build funds for their future retirement. It matters to investors because it provides a tax-advantaged way to save and invest for long-term financial security.
two-for-one stock split financial
"Footnotes describe a two-for-one stock split executed on December 31, 2024"
SEC Form 4
FORM 4UNITED 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*
PARKER DAVID RAY

(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)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/29/2026G70,000D$01,977,544D(1)
Class A Common Stock04/29/2026M155,916A$10.62383,788D
Class A Common Stock04/29/2026M9,416A$10.62393,204D
Class A Common Stock04/29/2026F95,760D$34.84297,444D
Class A Common Stock76,574I(2)401(k)
Class B Common Stock4,700,000D(1)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)$10.62(3)04/29/2026M155,91604/06/202204/06/2031Class A Common Stock155,916$044,084(3)D
Employee Stock Option (Right to Buy)$10.62(3)04/29/2026M9,41602/28/202404/06/2031Class A Common Stock9,416$0590,584(3)D
1. Name and Address of Reporting Person*
PARKER DAVID RAY

(Last)(First)(Middle)
400 BIRMINGHAM HIGHWAY

(Street)
CHATTANOOGA TENNESSEE 37419

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman and CEO
1. Name and Address of Reporting Person*
PARKER JACQUELINE F

(Last)(First)(Middle)
400 BIRMINGHAM HIGHWAY

(Street)
CHATTANOOGA TENNESSEE 37419

(City)(State)(Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Shares owned jointly by Mr. and Mrs. Parker, as joint tenants with rights of survivorship.
2. The number of shares beneficially owned following the reported transaction is equal to Mr. Parker's April 24, 2026 account balance in the employer stock fund under the issuer's 401(k) plan, divided by the closing price on April 24, 2026. The plan is unitized and as such does not itself allocate a specific number of shares to each participant.
3. 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/ David R. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC05/01/2026
/s/ Jacqueline F. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC05/01/2026
** Signature of Reporting PersonDate
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 April 29, 2026?

Covenant Logistics (CVLG) reported that Chairman and CEO David Ray Parker exercised employee stock options for 165,332 Class A shares, had 95,760 shares withheld to cover obligations, and made a bona fide gift of 70,000 Class A shares, all on April 29, 2026.

Did the Covenant Logistics (CVLG) CEO buy or sell shares on the open market?

The Form 4 for Covenant Logistics (CVLG) shows no open-market purchases or sales. Reported dispositions were 95,760 shares withheld to satisfy obligations and 70,000 shares transferred as a bona fide gift, rather than conventional market transactions.

How many Covenant Logistics (CVLG) shares did David Ray Parker acquire through option exercises?

David Ray Parker exercised employee stock options covering 165,332 Class A common shares at an exercise price of $10.62 per share, according to the Form 4. These exercises converted derivative option positions into direct ownership of additional Covenant Logistics (CVLG) common stock.

How many Covenant Logistics (CVLG) shares did the CEO gift, and what type of transaction was it?

The Form 4 shows a bona fide gift of 70,000 Class A Covenant Logistics (CVLG) shares by David Ray Parker. A bona fide gift is a transfer made without receiving payment, and does not represent a market sale of the shares.

What are David Ray Parker’s reported holdings in Covenant Logistics (CVLG) after these transactions?

Following the reported transactions, David Ray Parker held 4,700,000 shares of Covenant Logistics (CVLG) Class B common stock directly and an interest in 76,574 Class A shares through the company’s 401(k) stock fund, based on his unitized plan balance.