[Form 4] Covenant Logistics Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Loop Industries, Inc. (Nasdaq: LOOP) has filed a high-detail 424(b)(5) prospectus supplement establishing a $15 million at-the-market (ATM) equity program through Roth Capital Partners. The company may periodically issue and sell common shares, with the sales agent receiving a 3.0% commission. Shares will be offered at prevailing market prices on Nasdaq or through negotiated transactions; no minimum sale amount is required.

Key figures include:

• Maximum aggregate offering: $15,000,000.
• Last reported share price (2 Jul 2025): $1.26.
• Current shares outstanding: 47.7 million; public float ≈ $16.1 million.
• Potential issuance: approx. 11.9 million new shares (based on the $1.26 reference price) raising pro forma shares outstanding to 59.6 million.
• Estimated dilution to new investors: $1.04 per share compared with adjusted tangible book value of $0.22.

Proceeds are earmarked for working capital, Infinite Loop™ facility capex, joint-venture financing and possible technology/licensing acquisitions. Loop remains a smaller reporting company and discloses substantial business and stock-specific risks, emphasising share-price volatility and future financing needs. There is no escrow arrangement; sales are at Loop’s sole discretion and may be suspended at any time.

Given the company’s public float below $75 million, sales are capped at one-third of float within any 12-month period under Form S-3 “Baby Shelf” rules; Loop confirms no prior offerings under this limitation in the past year. Shareholders face immediate dilution and potential future dilution from outstanding preferred stock, options and RSUs (together >13 million additional shares).

Positive

• Flexible funding mechanism supplies up to $15 m without strict drawdown schedule, improving liquidity for capex and JV commitments.
• Post-offering tangible book value swings from negative to positive (-$0.03 to $0.22) enhancing balance-sheet optics.
• No additional debt or covenants, preserving strategic freedom during commercial build-out.

Negative

• Substantial dilution: potential 25 % increase in share count and $1.04 per-share dilution to new investors.
• Scale of program (~94 % of public float) could exert persistent selling pressure on a low-liquidity stock, increasing volatility.
• Financing need highlights ongoing cash burn and dependence on external capital; ATM proceeds alone unlikely to fund full commercial roll-out.

Insights

Equity Capital Markets Analyst

TL;DR Loop is bolstering liquidity via a $15 m ATM, equal to ~94 % of public float, offering flexibility but heavy dilution risk.

ATM structures give management tactical access to capital without underwriting overhang or timing pressure, useful for a pre-revenue cleantech company still funding pilot and JV builds. The 3 % fee is market-standard. However, relative scale is large: based on the $1.74 float valuation, the program could issue stock worth nearly the entire free-float value. Pro forma share count rises about 25 %, echoing the $0.03 tangible book deficit turning to $0.22 positive—helpful for balance-sheet optics. Execution risk lies in share-price slippage; continuous issuance into thin liquidity (historical low volume) could pressure the bid, exacerbating volatility already noted in the risk factors. From a cost-of-capital standpoint, dilutive equity is preferable to high-coupon debt for a small-cap sustainability play, yet existing holders may view it negatively.

Clean-Tech Industry Specialist

TL;DR Funding aligns with Infinite Loop™ commercialisation timeline but signals ongoing cash burn and reliance on equity markets.

Loop’s technology roadmap requires capex for Indian and European plants as well as R&D at Terrebonne. The ATM provides incremental cash without project-specific covenants, aiding flexibility for JV milestone payments. Because Loop remains pre-cash-flow, equity financing is practically unavoidable. Investors should watch whether proceeds accelerate definitive partner financing or merely extend runway. The filing reinforces Loop’s positioning in circular PET but underscores that commercial viability hinges on securing larger, cheaper capital pools—government incentives or strategic investors—beyond ATM capacity. Environmental investors might welcome the avoidance of debt, yet dilution and uncertain timeline temper enthusiasm.

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 TN 37419

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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

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

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	07/01/2025		M		3,524	A	(1)	52,494	D
Class A Common Stock	07/01/2025		F(2)		1,387(2)	D	$25.23	51,107	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)	07/01/2025		M			3,524(3)	(4)	(4)	Class A Common Stock	3,524(3)	$0	7,050(3)	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. On December 31, 2024, the Issuer executed a two-for-one stock split, effected in the form of a stock dividend on each share of the Issuer's Class A common stock and Class B common stock.

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.

	/s/ James S. Grant III, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC	07/03/2025
	** 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.

FAQ

How many shares could Loop Industries issue under the $15 million ATM?

At the July 2 2025 reference price of $1.26, Loop could issue about 11.9 million shares, increasing total shares outstanding to roughly 59.6 million.

What will the sales agent earn on ATM transactions?

Roth Capital Partners will receive a 3.0 % commission on the gross sales price of each share sold.

How will Loop use the net proceeds?

Funds are earmarked for working capital, Infinite Loop™ facility construction, JV financing and potential technology acquisitions.

What is the impact on tangible book value?

Assuming full take-down, tangible book value per share improves from - $0.03 to $0.22, although existing holders face dilution.

Does the ATM violate Form S-3 baby shelf limits?

No. Loop confirms it has not sold securities under Instruction I.B.6 in the past 12 months and remains subject to the one-third public-float cap.

Will the ATM shares be sold at a fixed price?

No. Shares will be sold at prevailing market prices on Nasdaq or in negotiated transactions, classifying the program as an "at-the-market" offering.