Covenant Logistics Group Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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))

Securities registered pursuant to Section 12(b) of the Act:

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 2.02

Results of Operations and Financial Condition.

On April 23, 2025, Covenant Logistics Group, Inc., a Nevada corporation (the "Company"), issued a press release announcing its financial and operating results for the quarter ended March 31, 2025.  A copy of the press release is attached to this report as Exhibit 99.1.

Item 5.02

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

In connection with internal initiatives focused on people, costs, and efficiency aimed at improving margins and reducing overhead, David R. Parker, our Chairman and Chief Executive Officer, and M. Paul Bunn, our President, voluntarily elected to take 10% salary reductions, which will become effective May 1, 2025 and will remain in place for 12 months (the "Salary Reductions"). The bonus opportunities for 2025 previously approved by the Compensation Committee of the Company's Board of Directors under which Messrs. Parker and Bunn are eligible to receive a bonus will continue to be calculated based on Messrs. Parker's and Bunn's salaries prior to the Salary Reductions.

Item 7.01

Regulation FD Disclosure.

On April 23, 2025, the Company's Board of Directors approved a stock repurchase program, authorizing the purchase of up to $50 million of the Company's Class A common stock from time-to-time based upon market conditions and other factors. The stock may be repurchased on the open market, in privately negotiated transactions, or other legally permissible means, including pursuant to Rule 10b5-1 trading plans. The Company did not place a limit on the duration of the repurchase program. The stock repurchase program does not obligate the Company to repurchase any specific number of shares, and the Company may suspend or terminate the program at any time without prior notice. A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT

 

Covenant Logistics Group, Inc. press release, announcing its financial and operating results for the quarter ended March 31, 2025 and its stock repurchase program.

104

Cover Page Interactive Data File.

The information contained in Items 2.02, 7.01, and 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in Items 2.02, 7.01, and 9.01 of this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended.  Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties.  Actual results or events may differ from those anticipated by forward-looking statements.  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: April 23, 2025

By:

/s/ James S. Grant

James S. Grant

Executive Vice President and Chief Financial Officer