Nevada

001-42192

88-0320154

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

  Identification No.)

400 Birmingham Hwy., Chattanooga, TN

37419

(Address of principal executive offices)

(Zip Code)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

$0.01 Par Value Class A common stock

CVLG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

 

Emerging growth company  ☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 13, 2026, the Compensation Committee (the “Committee”) of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved certain compensation changes for the Company’s named executive officers.

 

The Committee approved the 2026 Long-Term Incentive Plan under which the Company's named executive officers received the aggregate target award amounts as follows:

Named Executive Officer

Target Award Amount

David R. Parker

$2,984,000

M. Paul Bunn

$1,873,000

James “Tripp” Grant

$792,000

Dustin Koehl

$695,000

Joey Ballard

$481,000

One-half of the target award amount above is subject to performance-based vesting issued as Class A restricted stock units and the other half is subject to time-based vesting issued in cash, except the Committee issued Mr. Parker’s entire award in cash given his significant stock holdings that align with stockholder value creation. The performance-based portion of the award may be earned as follows: (i) one-half upon the Company’s attainment of a two-year cumulative adjusted earnings per share (“Adjusted EPS”) goal for the performance period ended December 31, 2028 and (ii) one-half upon the Company’s attainment of a two-year average annual return on invested capital (“ROIC”) goal for the performance period ended December 31, 2028. The performance-based portion of the award has a threshold payout of 50% of the target and a maximum payout of 200% of the target. The time-based portion of the award may be earned as follows: (A) one-third for continued service through July 1, 2027, (B) one-third for continued service through July 1, 2028, and (C) one-third for continued service through July 1, 2029.

 

The Committee approved new annualized base salaries for certain of the Company’s named executive officers, effective July 6, 2026, as follows:

Named Executive Officer

New Annualized Base Salary

James “Tripp” Grant

$455,000

Dustin Koehl

$455,000

Joey Ballard

$400,000

The Committee amended Mr. Grant’s and Ms. Ballard’s severance agreements to provide for the following terms, which align with the terms of Mr. Koehl’s severance agreement:

 

 

 

Given his tenure with the Company, the Committee amended Mr. Koehl’s severance agreement to remove the 50% reduction in severance and change-in-control benefits if Mr. Koehl’s qualifying separation occurs prior to the third anniversary of his employment with the Company.

Item 5.07

2.

The compensation of the Company’s named executive officers was approved, on an advisory and non-binding basis, as follows:

3.

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified as follows:

Item 8.01

Other Events.

 

 

 

On May 13, 2026, the Board declared a quarterly cash dividend of $0.07 per share of Class A and Class B common stock. The quarterly cash dividend is pursuant to a quarterly cash dividend program previously approved by the Board. The dividend is payable to stockholders of record on June 5, 2026, and is expected to be paid on June 26, 2026.

 

A copy of the press release announcing the declaration of dividends is attached to this report as Exhibit 99.1.

 

 

Item 9.01

Financial Statements and Exhibits.

 

 

 

(d)

Exhibits.

 

 

 

 

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

 

 

 

 

99.1

 

Covenant Logistics Group, Inc. press release announcing the declaration of a quarterly cash dividend.

 

104

Cover Page Interactive Data File.

 

 

 

The information Items 8.01 and 9.01 of this report and the exhibit hereto maybe considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

 

COVENANT LOGISTICS GROUP, INC.

 

(Registrant)

 

 

 

Date: May 15, 2026

By:

/s/ James S. Grant

 

 

James S. Grant

 

 

Executive Vice President and Chief Financial Officer