UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 16, 2025
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COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
| 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) |
(423) 821-1212
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | |
| On December 16, 2025, the Compensation Committee of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved a short-term cash incentive plan, effective January 1, 2026, for the Company’s named executive officers (the “2026 Senior Executive Bonus Program”). Under the 2026 Senior Executive Bonus Program, the bonus targets, expressed as a percentage of year-end annualized base salary, are as follows: | ||
| Named Executive Officer | Bonus Target | |
| David R. Parker | 100.0% | |
| M. Paul Bunn | 100.0% | |
| James S. Grant | 70.0% | |
| Dustin Koehl | 60.0% | |
| Joey Ballard | 60.0% | |
| Under the 2026 Senior Executive Bonus Program, the Company’s named executive officers are eligible to earn up to 150% of their bonus target upon the attainment of certain adjusted earnings per share goals and up to 25% of their bonus target upon the attainment of certain strategic projects. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| COVENANT LOGISTICS GROUP, INC. | ||
| (Registrant) | ||
| Date: December 22, 2025 | By: | /s/ James S. Grant |
| James S. Grant | ||
| Executive Vice President and Chief Financial Officer | ||