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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
December 16, 2025

___________________________________________________________________

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COVENANT LOGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)


Nevada
001-42192
88-0320154
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
  Identification No.)

400 Birmingham Hwy., Chattanooga, TN
37419
(Address of principal executive offices)
(Zip Code)

(423) 821-1212
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
$0.01 Par Value Class A common stock
CVLG
The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
   
 
Emerging growth company 
   
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   [   ]


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
   
 
On December 16, 2025, the Compensation Committee of the Board of Directors of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), approved a short-term cash incentive plan, effective January 1, 2026, for the Company’s named executive officers (the “2026 Senior Executive Bonus Program”). Under the 2026 Senior Executive Bonus Program, the bonus targets, expressed as a percentage of year-end annualized base salary, are as follows:
   
 
Named Executive Officer
Bonus Target
 
David R. Parker
100.0%
 
M. Paul Bunn
100.0%
 
James S. Grant
70.0%
 
Dustin Koehl
60.0%
 
Joey Ballard
60.0%
   
 
Under the 2026 Senior Executive Bonus Program, the Company’s named executive officers are eligible to earn up to 150% of their bonus target upon the attainment of certain adjusted earnings per share goals and up to 25% of their bonus target upon the attainment of certain strategic projects.
   



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
COVENANT LOGISTICS GROUP, INC.
 
(Registrant)
 
     
Date: December 22, 2025
By:
/s/ James S. Grant
   
James S. Grant
   
Executive Vice President and Chief Financial Officer