Covenant Logistics (CVLG) owners trim stake, keep 42% voting power

Rhea-AI Filing Summary

Covenant Logistics Group major shareholders David and Jacqueline Parker filed an amended Schedule 13D after beginning to reduce their stake. They announced that they intend to dispose of Class A common stock with a value of approximately $15 million at recent trading prices through open-market and charitable gift transactions, without using a Rule 10b5-1 plan.

As of February 11, 2026, they beneficially owned 8,137,489 shares of Covenant Logistics common stock, representing about 31.5% of the economic interest, including Class B shares and options. Due to the dual-class structure, they control stock possessing approximately 42.0% of the company’s voting power.

Insights

Equity ownership and governance analyst

Controlling holders start selling while retaining significant voting control.

David and Jacqueline Parker, long-time major holders of Covenant Logistics Group, signal plans to dispose of Class A shares worth about $15 million via open-market and charitable transactions. This follows several recent open-market sales disclosed with detailed price ranges.

Even after these moves, they report beneficial ownership of 8,137,489 shares, or about 31.5% of the economic interest as of February 11, 2026. Because of the Class B stock’s higher voting rights, their position still represents roughly 42.0% of total voting power, maintaining effective control.

The filing highlights the company’s dual-class structure, where Class B shares carry two votes and are convertible into Class A under specified conditions. Future ownership levels will depend on the scale and pace of any additional sales the Parkers choose to make.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

COVENANT LOGISTICS GROUP, INC.

(Name of Issuer)

Class A Common Stock, Par Value $0.01

(Title of Class of Securities)

22284P105

(CUSIP Number)

David and Jacqueline Parker
400 Birmingham Highway,
Chattanooga, TN, 37419
(423) 821-1212

Heidi Hornung-Scherr, Esq.
Scudder Law Firm, P.C., L.L.O., 411 South 13th Street, 2nd Floor
Lincoln, NE, 68508
(402) 435-3223

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/09/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 22284P105

1

Name of reporting person

David R. Parker and Jacqueline F. Parker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,137,489.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,137,489.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,137,489.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, Par Value $0.01
(b)	Name of Issuer: COVENANT LOGISTICS GROUP, INC.
(c)	Address of Issuer's Principal Executive Offices: 400 Birmingham Highway, Chattanooga, TENNESSEE , 37419.
Item 1 Comment: This Amendment No. 11 (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on December 8, 2008 (the "Original Statement"). Information contained in the Original Statement, as amended, remains effective except to the extent that it is amended, restated, supplemented, or superseded by the information contained in this Amendment.
Item 4.	Purpose of Transaction
	On February 9, 2026, the Reporting Persons announced through a Form 8-K filed by the Issuer that they intend to dispose of shares of Class A common stock with a value of approximately $15 million at recent trading prices in open market and charitable gift transactions. The Reporting Persons have not adopted a Rule 10b5-1 plan.
Item 5.	Interest in Securities of the Issuer
(a)	As of February 11, 2026, the Reporting Persons may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 8,137,489 shares of common stock, representing approximately 31.5% of the issued and outstanding shares of common stock of the Issuer, comprised of (i) 2,332,944 shares of Class A common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship ("JTWROS"), (ii) 227,872 shares of Class A common stock held by Mr. Parker, (iii) 800,000 options to purchase Class A common stock held by Mr. Parker, (iv) 76,673 shares of Class A common stock allocated to the account of Mr. Parker under the Issuer's 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Parker's February 9, 2026, account balance in the employer stock fund under the Issuer's 401(k) plan divided by the closing price on such date), and (v) 4,700,000 shares of Class B common stock. The Issuer has both Class A and Class B common stock. The Class A common stock has one vote per share. The Class B common stock has two votes per share while beneficially owned by David R. Parker, Jacqueline F. Parker, Rachel Parker-Hatchett, or Jonathan Parker. The Class B common stock is currently controlled by David and Jacqueline Parker. Each share of Class B common stock is convertible into the same number of shares of Class A common stock (i) at any time at the election of the holder and (ii) automatically upon transfer to any person other than members of Mr. and Mrs. Parker's immediate family. As of November 5, 2025, there were 20,347,178 shares of Class A common stock and 4,700,000 shares of Class B common stock outstanding (according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2025). The percentage indicated is based upon 25,847,178 shares outstanding as of November 5, 2025, which includes the 800,000 options to purchase Class A common stock held by Mr. Parker and the 4,700,000 shares of Class B common stock convertible into an equal number of shares of Class A common stock. As a result of the two-class structure, Mr. and Mrs. Parker control stock possessing approximately 42.0% of the voting power of all outstanding Issuer stock.
(b)	The Reporting Persons have the sole power to vote and dispose of the 8,137,489 shares of common stock of the Issuer for which beneficial ownership is reported.
(c)	On February 9, 2026, the Reporting Persons sold 56,000 shares of Class A common stock held by Mr. Parker in the open market at a weighted average price per share of $28.6561, with a range of prices per share from $28.52 to $28.775, inclusive. On February 10, 2026, the Reporting Persons sold 50,000 shares of Class A common stock held by Mr. Parker in the open market at a weighted average price per share of $29.2293, with a range of prices per share from $28.70 to $29.69, inclusive. On February 10, 2026, the Reporting Persons sold 15,202 shares of Class A common stock held by Mr. Parker in the open market at a weighted average price per share of $28.6120, with a range of prices per share from $28.605 to $28.69, inclusive. On February 10, 2026, the Reporting Persons sold 4,798 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $28.5651, with a range of prices per share from $28.55 to $28.605, inclusive. On February 11, 2026, the Reporting Persons sold 16,693 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.4186, with a range of prices per share from $29.28 to $30.27, inclusive. On February 11, 2026, the Reporting Persons sold 10,707 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.2279, with a range of prices per share from $29.13 to $29.27, inclusive. The Reporting Persons undertake to provide, upon request by the SEC staff, the issuer, or a stockholder of the issuer, full information regarding the number of shares sold at each price.
(d)	Not applicable.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David R. Parker and Jacqueline F. Parker

Signature:	/s/ David R. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
Name/Title:	David R. Parker, individually
Date:	02/11/2026

Signature:	/s/ Jacqueline F. Parker, by Heidi Hornung-Scherr, attorney-in-fact, pursuant to a POA previously filed with the SEC
Name/Title:	Jacqueline F. Parker, individually
Date:	02/11/2026

FAQ

How many Covenant Logistics (CVLG) shares do David and Jacqueline Parker beneficially own?

David and Jacqueline Parker beneficially own 8,137,489 shares of Covenant Logistics common stock, representing about 31.5% of the issued and outstanding shares. This figure includes Class A stock, options to purchase Class A, and Class B shares convertible into Class A.

What share sale plans did the Parkers disclose for Covenant Logistics (CVLG)?

The Parkers disclosed that they intend to dispose of Covenant Logistics Class A common stock with a value of about $15 million at recent trading prices. They expect to use a mix of open-market sales and charitable gift transactions for these dispositions.

Do David and Jacqueline Parker still control Covenant Logistics (CVLG) voting power?

Yes. Despite planned and recent share sales, the Parkers report control of stock possessing approximately 42.0% of Covenant Logistics’ total voting power. This higher influence comes from the company’s dual-class structure, where their Class B shares carry two votes per share when held by specified family members.

Did the Parkers adopt a Rule 10b5-1 trading plan for their CVLG share sales?

No. The filing states that the Reporting Persons have not adopted a Rule 10b5-1 plan. Their intention is instead to dispose of approximately $15 million of Class A common stock through discretionary open-market transactions and charitable gifts, as they determine.

What recent open-market sales of Covenant Logistics (CVLG) stock did the Parkers report?

The Parkers reported several recent open-market sales, including 56,000 Class A shares on February 9, 2026 at a weighted average price of $28.6561 per share. Additional transactions on February 10 and 11, 2026 were executed at weighted average prices around the high-$28 to high-$29 range.

How does Covenant Logistics’ dual-class share structure affect the Parkers’ control?

Covenant Logistics has Class A and Class B common stock. Class A has one vote per share, while Class B has two votes per share when held by specified Parker family members. Because they hold all 4,700,000 Class B shares, the Parkers exercise about 42.0% of voting power.