COVENANT LOGISTICS GROUP, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS During the quarter ended June 30, 2026, 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. The payment of cash dividends is currently limited by our financing arrangements, including certain covenants under our Credit Facility. We distributed a total of $3.5 million to stockholders in the first six months of 2026 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 On May 20, 2026 , M. Paul Bunn , our President , terminated a previously disclosed Rule 10b5 - 1 trading plan that was adopted on February 20, 2026 and was intended to satisfy the affirmative defense of Rule 10b5 - 1 (c) under the Exchange Act. Pursuant the plan up to 458,227 shares of our Class A common stock could be sold (including 416,380 shares of our Class A common stock underlying exercisable options). No shares were sold under the plan prior to its termination. On May 29, 2026 , M. Paul Bunn , our President , adopted a Rule 10b5 - 1 trading plan, that is intended to satisfy the affirmative defense of Rule 10b5 - 1 (c) under the Exchange Act, pursuant to which up to 396,380 shares of our Class A common stock underlying exercisable options may be sold. The plan will terminate on November 15, 2028 , subject to early termination for certain specified events set forth in the plan. Page 40 Table of Contents ITEM 6. EXHIBITS Exhibit Number Reference Description 3.1 (1) Fourth Amended and Restated Articles of Incorporation 3.2 (2) Sixth Amended and Restated Bylaws 4.1 (1) Fourth Amended and Restated Articles of Incorporation 4.2 (2) Sixth Amended and Restated Bylaws 10.1 # Twenty-First Amendment to Third Amended and Restated Credit Agreement, dated as of June 17, 2026, among Covenant Logistics Group, Inc., Covenant Transport, LLC, CTG Leasing Company, Covenant Asset Management, LLC, Covenant Transport Solutions, LLC, Star Logistics Solutions, LLC, Covenant Logistics Holdings, Inc., Transport Management Services, LLC, Landair Holdings, Inc., Landair Transport, LLC, Landair Logistics, LLC, Landair Leasing, Inc., AAT Carriers, Inc., Lew Thompson & Son Trucking, LLC, Lew Thompson & Son Dedicated Leasing, LLC, Josh Thompson Trucking, LLC, Lew Thompson & Son Leasing, LLC, Sims Transport Services, LLC, and Bank of America, N.A. 10.2 #* Form of Performance Restricted Stock Unit Award 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 Form 10-Q (File No. 001-42192), filed August 7, 2025. (2) 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. * Management contract or compensatory plan or arrangement. Page 41 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, 2026 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 42