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, 2023:   Period   Total Number of Shares Purchased     Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)     Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(1)   January 1-31, 2023     88,984     $ 32.64       88,984     $ 55,000,000   February 1-28, 2023     245,608       34.11       245,608       46,523,266   March 1-31, 2023     275,183       34.30       275,183       37,098,744   Total     609,775               609,775     $ 37,098,744     (1) On May 18, 2022, our Board approved a stock repurchase authorization of up to $75.0 million of our Class A common stock, with any remaining amount available under prior authorizations being excluded and no longer available. Under such authorization, we repurchased 0.1 million shares of our Class A common stock for $2.9 million during January 2023. On January 30, 2023, the Board approved an amendment to the Company's stock repurchase program authorizing the purchase of up to an aggregate $55.0 million of our Class A common stock. The amendment added an incremental approximately $37.5 million to the approximately $17.5 million that was then-remaining under the program.   The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under our Credit Facility. We distributed a total of $1.5 million to stockholders in the first three months of 2023 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 39 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 James S. Grant, 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 James S. Grant, 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 40 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 5, 2023 By: /s/ James S. Grant     James S. Grant     Chief Financial Officer in his capacity as such and as a duly authorized officer on behalf of the issuer     Page 41