UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: During the quarter ended March 31, 2025, we did not engage in unregistered sales of securities or any other transactions required to be reported under this Item 2 of Part II on Form 10-Q.
+Added: The table below sets forth information with respect to purchases of our Class A common stock made by us during the quarter ended June 30, 2025:
+Added: Total Number of Shares Purchased
+Added: Average Price Paid per Share
+Added: Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
+Added: Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (1)
+Added: April 1-30, 2025
+Added: May 1-31, 2025
+Added: June 1-30, 2025
+Added: On April 23, 2025, our Board approved the repurchase of up to $50.0 million of our outstanding Class A common stock.
+Added: Under such authorization, we repurchased approximately 1.6 million shares of our Class A common stock for $35.2 million (excluding excise tax) during the three months ended June 30, 2025.
The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under our Credit Facility.
−Removed: We distributed a total of $1.9 million to stockholders in the first three months of 2025 through dividends.
+Added: We distributed a total of $3.7 million to stockholders in the first six months of 2025 through dividends.
DEF AU LTS UPON SENIOR SECURITIES
3 unchanged sentences
O THER I NFORMATION
−Removed: During the first quarter of 2025 , no director or officer adopted or terminated a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement.
−Removed: Third Amended and Restated Articles of Incorporation
+Added: During the second quarter of 2025 , no director or officer adopted or terminated a Rule 10b5 - 1 trading arrangement or non-Rule 10b5 - 1 trading arrangement.
+Added: Fourth Amended and Restated Articles of Incorporation
Sixth Amended and Restated Bylaws
−Removed: Third Amended and Restated Articles of Incorporation
+Added: Fourth Amended and Restated Articles of Incorporation
Sixth Amended and Restated Bylaws
−Removed: Dustin Koehl Offer Letter, dated March 26, 2024
−Removed: Joey Ballard Offer Letter, dated May 23, 2022
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.
16 unchanged sentences
Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K (File No.
−Removed: 000-24960), filed July 2, 2020.
−Removed: Incorporated by reference to Exhibit 3.2 to the Company's Report on Form 8-K (File No.
000-24960), filed August 9, 2021.
1 unchanged sentence
Furnished herewith.
−Removed: Management contract or compensatory plan or arrangement.
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.
+Added: August 7, 2025
Chief Financial Officer in his capacity as such and as a duly authorized officer on behalf of the issuer
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.