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):
July 25, 2024

___________________________________________________________________

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


Nevada
000-24960
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
 NASDAQ

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 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
   
 
On July 25, 2024, Covenant Logistics Group, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified The NASDAQ Global Select Market (“NASDAQ”) of its intention to voluntarily withdraw the listing of its Class A common stock, $0.01 par value per share (the “Class A Common Stock”), from NASDAQ and transfer the listing of the Class A Common Stock to the New York Stock Exchange (the “NYSE”).
 
The Company expects the listing and trading of its Class A Common Stock on NASDAQ to cease at the close of trading on August 5, 2024, and the listing and trading of its Class A Common Stock on the NYSE to begin at market open on August 6, 2024.
 
The Class A Common Stock has been approved for listing on the NYSE, where it will continue to trade under its existing ticker symbol, “CVLG”.
 
   
Item 7.01
Regulation FD Disclosure.
   
 
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Class A Common Stock to the NYSE.
   

Item 9.01
Financial Statements and Exhibits.
   
 
(d)
Exhibits.
     
 
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
     
 
Covenant Logistics Group, Inc. press release dated July 26, 2024.
     
 
104
Cover Page Interactive Data File.
     
 
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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
The information in Items 3.01, 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.


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: July 26, 2024
By:
/s/ James S. Grant
   
James S. Grant
   
Executive Vice President and Chief Financial Officer





COVENANT LOGISTICS GROUP ANNOUNCES MOVE TO NEW YORK STOCK EXCHANGE

CHATTANOOGA, TENNESSEE – July 26, 2024 - Covenant Logistics Group, Inc.  (NASDAQ/GS: CVLG) (“Covenant” or the “Company”) today announced that it is transferring the listing of its Class A common stock, $0.01 par value per share (the “Class A common stock”), to the New York Stock Exchange (“NYSE”) from The NASDAQ Global Select Market (“NASDAQ”). Covenant expects to begin trading on the NYSE at market open on Tuesday, August 6, 2024, under its existing ticker symbol, “CVLG”. Covenant expects its Class A common stock to continue to trade on NASDAQ until the close of the market on August 5, 2024.

Chairman and Chief Executive Officer, David R. Parker, commented: “We are pleased to announce the listing of our Class A common stock on the NYSE. We believe the NYSE’s world-class trading platform gives us the opportunity to increase visibility and engagement. Also, we thank NASDAQ for its partnership and support since our initial public offering in 1994.”

“We are excited to welcome Covenant Logistics to the New York Stock Exchange,” said John Tuttle, Vice Chair, NYSE Group. “As an NYSE-listed company, it joins a world-class community of icons and disruptors.”

About Covenant

Covenant Logistics Group, Inc., through its subsidiaries, offers a portfolio of transportation and logistics services to customers throughout the United States. Primary services include asset- based expedited and dedicated truckload capacity, as well as asset-light warehousing, transportation management, and freight brokerage capability. In addition, Transport Enterprise Leasing is an affiliated company providing revenue equipment sales and leasing services to the trucking industry.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 the Company’s expected listing on the NYSE and the impact thereof. 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. Readers should review and consider the factors that may affect future results and other disclosures in the Risk Factors sections of Covenant Logistics Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 and various disclosures in our press releases, stockholder reports, and other filings with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein.

For further information contact:

M. Paul Bunn, President
PBunn@covenantlogistics.com

Tripp Grant, Chief Financial Officer
TGrant@covenantlogistics.com

For copies of Company information contact:

Brooke McKenzie, Executive Administrative Assistant
BMcKenzie@covenantlogistics.com

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