COVENANT LOGISTICS GROUP, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS   The table below sets forth information with respect to purchases of our Class A common stock made by us during the quarter ended March 31, 2022:   Period   (a) Total Number of Shares Purchased     (b) Average Price Paid per Share     (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)     (d) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)   January 1-31, 2022     -     $ -       -     $ 38,018,964   February 1-28, 2022     217,870       22.03       217,870       33,219,024   March 1-31, 2022     436,983       22.88       436,983       23,219,024   Total     654,853               654,853     $ 23,219,024     (1) On January 25, 2021, our Board approved the repurchase of up to $40.0 million of our outstanding Class A common stock. Under such authorization, we repurchased 0.5 million shares of our Class A common stock for $8.1 million during the three months ended March 31, 2021. On August 5, 2021, our Board increased such authorization to $40.0 million. As of January 1, 2022, there was approximately $38.0 million remaining under such authorization. On February 10, 2022, our Board of Directors adopted a 10b5-1 plan for the purchase of up $30.0 million in shares subject to defined trading parameters, under our current stock repurchase program authorizing the purchase of up to $38.0 million of our Class A common stock. Under such authorization, we repurchased 0.7 million shares of our Class A common stock for $14.8 million during the three months ended March 31, 2022.   The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under our Credit Facility. We distributed a total of $1.0 million to stockholders in the first three months of 2022 through dividends.     ITEM 3 . DEF AU LTS UPON SENIOR SECURITIES   Not applicable.     ITEM 4. MINE SAFETY DISCLOSURES   Not applicable.     ITEM 5. O THER I NFORMATION   Not applicable.   Page 41 Table of Contents     ITEM 6.       EXHIBITS   Exhibit Number   Reference   Description 3.1 (1) Third Amended and Restated Articles of Incorporation 3.2 (2) Sixth Amended and Restated Bylaws 4.1 (1) Third Amended and Restated Articles of Incorporation 4.2 (2) Sixth Amended and Restated Bylaws 31.1 # Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by David R. Parker, the Company's Principal Executive Officer 31.2 # Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Joey B. Hogan, the Company's Principal Financial Officer 32.1 ## Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by David R. Parker, the Company's Chief Executive Officer 32.2 ## Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Joey B. Hogan, the Company's Principal Financial Officer 101.INS   Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH   Inline XBRL Taxonomy Extension Schema Document 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB   Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document 104   Cover Page Interactive Data File (embedded within the Inline XBRL Document and included in Exhibit 101) References:     (1) Incorporated by reference to Exhibit 3.1 to the Company's Report on Form 8-K, filed July 2, 2020. (2) Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K, filed August 9, 2021. # Filed herewith. ## Furnished herewith.   Page 42 Table of Contents   SIGNATURE   Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.       COVENANT LOGISTICS GROUP, INC.         Date: May 6, 2022 By: /s/ Joey B. Hogan     Joey B. Hogan     President and Principal Financial Officer in his capacity as such and as a duly authorized officer on behalf of the issuer     Page 43