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 June 30, 2025: 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) April 1-30, 2025 90,000 $ 19.93 90,000 $ 48,206,684 May 1-31, 2025 707,374 22.31 707,374 32,422,448 June 1-30, 2025 753,116 23.38 753,116 14,813,902 Total 1,550,490 1,550,490 $ 14,813,902 (1) On April 23, 2025, our Board approved the repurchase of up to $50.0 million of our outstanding Class A common stock. 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. We distributed a total of $3.7 million to stockholders in the first six months of 2025 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 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. Page 39 Table of Contents ITEM 6. EXHIBITS Exhibit Number Reference Description 3.1 # Fourth Amended and Restated Articles of Incorporation 3.2 (1) Sixth Amended and Restated Bylaws 4.1 # Fourth Amended and Restated Articles of Incorporation 4.2 (1) 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 3.2 to the Company's Report on Form 8-K (File No. 000-24960), 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: August 7, 2025 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