AG真人官方

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)

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

 

 

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

 

 

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

 

 

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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:

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 August 11, 2025, Matisse Long resigned as the Chief Accounting Officer of Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), effective immediately.

On August 12, 2025, the Board of Directors (the “Board”) of the Company designated James “Tripp” S. Grant, the Company’s Executive Vice President and Chief Financial Officer, as the Company’s principal accounting officer, effective immediately. Mr. Grant will continue to serve as the Company’s principal financial officer.

 

The biography for Mr. Grant is contained in the Company’s definitive proxy statement, filed with the U.S. Securities and Exchange Commission on April 11, 2025. There were no modifications to the Company’s compensation arrangements with Mr. Grant in connection with his designation as the Company’s principal accounting officer.

Item 8.01

Other Events.

On August 12, 2025, the Board declared a quarterly cash dividend of $0.07 per share of Class A and Class B common stock. The quarterly cash dividend is pursuant to a quarterly cash dividend program previously approved by the Board. The dividend is payable to stockholders of record on September 5, 2025, and is expected to be paid on September 26, 2025.

 

A copy of the press release announcing the declaration of dividends is attached to this report as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT

 

Covenant Logistics Group, Inc. press release dated August 15, 2025, announcing the declaration of a quarterly cash dividend.

104

Cover Page Interactive Data File.

The information Items 8.01 and 9.01 of this report and the exhibit hereto maybe considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of our board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable law; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the italicized paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

COVENANT LOGISTICS GROUP, INC.

(Registrant)

Date: August 15, 2025

By:

/s/ James S. Grant

James S. Grant

Executive Vice President and Chief Financial Officer