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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(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))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Emerging growth company
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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. [ ]
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Item 7.01
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Regulation FD Disclosure.
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On January 31, 2023, Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), issued a press release announcing an
amendment to the Company’s stock repurchase program and the adoption of a Rule 10b5-1 trading plan.
Any repurchases under the plan will be made in accordance defined trading parameters executed by the plan administrator, consistent
with the plan and Rule 10b-18. The plan will commence in February of 2023 and expire January 31, 2024.
The Rule 10b5-1 repurchase plan does not obligate the Company to repurchase any specific number of shares and the Company may suspend
or terminate the plan at any time without prior notice.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Covenant Logistics Group, Inc. press release announcing amended stock repurchase program and 10b5-1 trading plan
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104
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Cover Page Interactive Data File
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The information contained in Items 7.01 and 9.01 of this report and the exhibit hereto shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
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The information in Items 7.01 and 9.01 of this report and the exhibit hereto may contain "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform
Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those
anticipated by forward-looking statements. 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.
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COVENANT LOGISTICS GROUP, INC.
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(Registrant)
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Date: January 31, 2023
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By:
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/s/ James S. Grant
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James S. Grant
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Executive Vice President and Chief Financial Officer
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