Form 8-K

8-K — COVENANT LOGISTICS GROUP, INC.

Accession: 0001008886-26-000226

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0000928658

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — form8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (exhibit991.htm)

GRAPHIC (image1.gif)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: form8k.htm · Sequence: 1

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):

October 29, 2026

___________________________________________________________________

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 2.02

Results of Operations and Financial Condition.

On October 29, 2026, Covenant Logistics Group, Inc., a Nevada corporation (the "Company"), issued a press release announcing its financial and operating results for the quarter ended September 30, 2026. A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

99.1

Covenant Logistics Group, Inc. press release, announcing its financial and operating results for the quarter ended September 30, 2026.

104

Cover Page Interactive Data File.

The information contained in Items 2.02 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.

The information in Items 2.02 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: October 29, 2026

By:

/s/ James S. Grant

James S. Grant

Executive Vice President and Chief Financial Officer

0000928658

false

0000928658

2026-10-29

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit991.htm · Sequence: 5

Exhibit 99.1

COVENANT LOGISTICS GROUP ANNOUNCES Third QUARTER 2026

FINANCIAL AND OPERATING RESULTS

CHATTANOOGA, TENNESSEE – October 29, 2026 - Covenant Logistics Group, Inc. (NYSE: CVLG) (“Covenant” or the “Company”) announced today financial and operating results for the third quarter ended September 30, 2026. The Company’s conference call to discuss the quarter will be held at 10:00 A.M. Eastern Time on Friday, October 30, 2026.

Chairman and Chief Executive Officer David R. Parker commented, “We were pleased with our third-quarter earnings of $0.40 per diluted share, or $0.50 per diluted share on a non-GAAP adjusted basis. This marked the first time since the second quarter of 2022 that adjusted earnings per diluted share increased both sequentially and year over year.

“The third quarter reflected strong coordination between our Truckload and Managed Freight segments as we continued to re-allocate assets to customers that are seeking long-term capacity for their needs and are willing to offer a reasonable return on our meaningful investments in professional drivers, new equipment, and advanced technology. Exiting the third quarter, approximately 80% of our fleet assets were under long-term contracts, and we continue to receive inbound demand from our customers on growing our committed capacity. I’m proud of our team’s execution, as repositioning hundreds of drivers, tractors, and trailers, and starting up several new operational and administrative systems during the quarter was a big accomplishment. Repositioning for new contracts created some disruption to utilization and added cost to the Truckload fleets. This was more than countered by higher revenue and operating income in Managed Freight, as our historical brokerage operations successfully sourced capacity for overflow Expedited freight, and the brokerage operations we acquired in the fourth quarter of 2025 had their best quarter as part of Covenant. Margin improvement reflected customer rate increases implemented during the first half of the year and lower purchased transportation costs as spot rates eased during the quarter. These improvements followed three consecutive quarters of margin compression.

“From a market perspective, freight demand is adequate in most sectors and strong in specific sectors that are aligned with U.S. economic growth. Driver capacity is tight, and the cost of recruiting, retaining, and compensating drivers is increasing significantly. Cost inflation is weighing on nearly every significant line item in our business, including wages and benefits, equipment ownership and maintenance, and technology. In this environment, rate increases have been largely offset by cost increases. However, we expect sequential improvement to continue in the fourth quarter as a higher percentage of our fleet operates under committed arrangements and we incur less repositioning cost.

“Our goal is to place substantially all of our asset-based business under long-term dedicated or other committed contracts by the end of this freight market upcycle. Consistent with our strategy, which reduced volatility during the recent freight market downturn, we intend to remain disciplined and patient in pursuing customers and markets that support sustainable long-term value creation.

“Our 49% equity method investment with Transport Enterprise Leasing (“TEL”) exceeded our expectations for a second consecutive quarter by contributing pre-tax net income of $5.7 million, or $0.16 per share, compared to $3.6 million, or $0.10 per share, in the 2025 quarter. TEL’s results benefited from the combination of equipment leasing growth, as well as higher equipment sale gains.”

Third Quarter Financial Performance:

Three Months Ended September 30,

Nine Months Ended September 30,

($000s, except per share information)

2026

2025

2026

2025

Total Revenue

353,894

296,889

993,928

869,098

Freight Revenue, Excludes Fuel Surcharge

315,050

268,840

891,668

788,591

Operating Income

12,494

7,926

27,617

27,116

Adjusted Operating Income (1)

15,823

14,977

37,602

40,853

Operating Ratio

96.5

97.3

97.2

96.9

Adjusted Operating Ratio (1)

95.0

94.4

95.8

94.8

Net Income

10,704

9,093

23,659

25,496

Adjusted Net Income (1)

13,197

11,517

31,198

32,927

Earnings per Diluted Share

0.40

0.35

0.89

0.94

Adjusted Earnings per Diluted Share (1)

0.50

0.44

1.18

1.22

(1)

Represents non-GAAP measures.

Truckload Operating Data and Statistics

Three Months Ended September 30,

Nine Months Ended September 30,

($000s, except statistical information)

2026

2025

2026

2025

Combined Truckload

Total Revenue

204,597

199,652

598,477

587,531

Freight Revenue, excludes Fuel Surcharge

165,960

171,765

496,735

507,489

Segment Operating Income (1)

14,262

9,178

38,834

30,407

Adj. Seg. Operating Income (2)

7,853

9,977

21,316

25,775

Segment Operating Ratio (1)

93.0

95.4

93.5

94.8

Adj. Seg. Operating Ratio (2)

95.3

94.2

95.7

94.9

Average Freight Revenue per Tractor per Week

5,778

5,445

5,741

5,469

Average Freight Revenue per Total Mile

3.03

2.53

2.89

2.53

Average Miles per Tractor per Period

25,081

28,306

77,412

84,456

Weighted Average Tractors for Period

2,186

2,400

2,219

2,379

Expedited

Total Revenue

89,473

94,632

267,564

286,625

Freight Revenue, excludes Fuel Surcharge

70,555

80,184

216,246

243,662

Segment Operating Income (1)

7,846

5,079

19,053

18,135

Adj. Seg. Operating Income (2)

4,161

5,140

8,799

14,870

Segment Operating Ratio (1)

91.2

94.6

92.9

93.7

Adj. Seg. Operating Ratio (2)

94.1

93.6

95.9

93.9

Average Freight Revenue per Tractor per Week

7,934

7,082

7,726

7,281

Average Freight Revenue per Total Mile

2.52

2.10

2.35

2.11

Average Miles per Tractor per Period

41,422

44,275

128,188

134,288

Weighted Average Tractors for Period

677

861

718

858

Dedicated

Total Revenue

115,124

105,020

330,913

300,906

Freight Revenue, excludes Fuel Surcharge

95,405

91,581

280,489

263,827

Segment Operating Income (1)

6,416

4,099

19,781

12,272

Adj. Seg. Operating Income (2)

3,692

4,837

12,517

10,905

Segment Operating Ratio (1)

94.4

96.1

94.0

95.9

Adj. Seg. Operating Ratio (2)

96.1

94.7

95.5

95.9

Average Freight Revenue per Tractor per Week

4,810

4,529

4,791

4,446

Average Freight Revenue per Total Mile

3.56

3.07

3.52

3.08

Average Miles per Tractor per Period

17,754

19,365

53,134

56,352

Weighted Average Tractors for Period

1,509

1,539

1,501

1,521

(1)

Segment operating income and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, impairment of goodwill, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments.

(2)

Represents non-GAAP measures.

Combined Truckload Revenue

Paul Bunn, the Company’s President, commented on Combined Truckload operations, “For the quarter, total revenue in our Truckload operations increased 2.5%, to $204.6 million. The increase in total revenue consisted of $10.8 million more fuel surcharge revenue, which varies with the cost of fuel, offset by $5.8 million less freight revenue. The reduction in freight revenue is largely attributable to a 8.9% decrease in the average fleet size, offset with the improvements to pricing and freight mix discussed earlier.

Expedited Truckload Revenue

Mr. Bunn added, “Freight revenue in our Expedited segment decreased $9.6 million, or 12.0%. Average total tractors decreased by 184 units or 21.4% to 677, compared to 861 in the prior year quarter. Average freight revenue per tractor per week increased 12.0% compared to the prior year. During the quarter, our Expedited fleet continued to transition to multi-year committed capacity agreements. By the end of the quarter, approximately 58% of our Expedited tractors were serving under committed capacity agreements, compared to approximately 40% three months ago. As we progress throughout this cycle, our focus for our Expedited fleet is to serve customers who truly need our teams and are willing to agree to multi-year agreements as a sign of their commitment.

Dedicated Truckload Revenue

“For the quarter, freight revenue in our Dedicated segment increased $3.8 million, or 4.2%. Average total tractors decreased by 30 units or 1.9% to 1,509, compared to 1,539 in the prior year quarter. Average freight revenue per tractor per week increased 6.2% as a result of the expansion of our agricultural protein-related business and exiting non-specialized dedicated business that has struggled to meet profitability thresholds.”

Combined Truckload Operating Expenses

Mr. Bunn continued, “Truckload freight revenue per total mile increased approximately 19.7% year-over-year, and Truckload operating expenses increased approximately 20.8% year-over-year, each on a non-GAAP adjusted basis. Elevated expenses during the quarter reflected a combination of ongoing inflation (wages, benefits, equipment depreciation and maintenance, and technology) and quarter-specific costs (equipment repositioning, driver hiring in new locations, costs and lower utilization associated with start-ups for a large number of contracts, and the effects of extreme heat on certain Dedicated operations). As mix continues to shift toward more committed capacity contracts, we expect the repositioning and start-up costs to moderate as a percentage of revenue and for ongoing rate increases to more than outpace general inflation.

Managed Freight Segment

Three Months Ended September 30,

Nine Months Ended September 30,

($000s)

2026

2025

2026

2025

Freight Revenue

121,635

72,220

311,908

206,620

Segment Operating Income (1)

7,367

2,960

12,809

10,962

Adj. Seg. Operating Income (2)

7,082

3,035

13,302

10,555

Segment Operating Ratio (1)

93.9

95.9

94.7

Adj. Seg. Operating Ratio (2)

94.2

95.8

95.7

94.9

(1)

Segment operating income and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments.

(2)

Represents non-GAAP measures.

“For the quarter, Managed Freight grew freight revenue by 68.4% year over year, primarily as a result of the integration of assets acquired during the fourth quarter of 2025. The segment operating ratio and adjusted segment operating ratio improved compared to the same quarter last year due to the combination of customer rate increases obtained during the first half of the year and sequentially easing capacity costs experienced during the quarter. As supply continues to exit the freight market, our ability to source quality carrier capacity below contractual freight pricing can be challenging at times, leading to periods of margin compression. Additionally, higher insurance and claims expense has become a greater risk in Managed Freight.

Warehousing Segment

Three Months Ended September 30,

Nine Months Ended September 30,

($000s)

2026

2025

2026

2025

Freight Revenue

26,738

24,802

81,012

74,429

Segment Operating Income (1)

1,697

2,498

5,049

6,258

Adj. Seg. Operating Income (2)

888

1,963

2,984

4,521

Segment Operating Ratio (1)

93.7

90.0

93.8

91.6

Adj. Seg. Operating Ratio (2)

96.7

92.1

96.3

93.9

(1)

(2)

Represents non-GAAP measures.

“For the quarter, Warehousing’s freight revenue increased $1.9 million, primarily from onboarding a significant new customer in the fourth quarter of 2025. Segment operating income and adjusted segment operating income fell short of the prior year as a result of the combination of operational inefficiencies at new customer locations and general labor inflation. Looking ahead, our focus will be on returning this segment to high single digit margins through the combination of rate increases and cost reductions.”

Capitalization, Liquidity and Capital Expenditures

Tripp Grant, the Company’s Chief Financial Officer, added the following comments: “At September 30, 2026, our total indebtedness, comprised of total debt and finance lease obligations, net of cash (“net indebtedness”), decreased by $12.4 million to approximately $283.9 million as compared to December 31, 2025. In addition, our net indebtedness to total capitalization improved to 40.2% at September 30, 2026, from 42.3% at December 31, 2025.

“At September 30, 2026, we had cash and cash equivalents totaling $5.1 million. Under our ABL credit facility, we had $35.0 million in outstanding borrowings, undrawn letters of credit outstanding of $19.8 million, and immediate available borrowing capacity of $75.2 million.

“At the end of the quarter, we had $0.2 million in assets held for sale that we anticipate disposing of within twelve months. The average age of our tractors increased to 26 months compared to 23 months a year ago. Given the mix change between our high mileage expedited fleet and lower mileage dedicated fleets, going forward, we anticipate the average age of our tractors to range from 25 to 28 months.

“Our net capital expenditures for the first three quarters of the year were approximately $18.4 million, as proceeds from fleet downsizing and selling excess used equipment kept pace with the investment in new replacement equipment. For the balance of 2026, our expectations for net capital equipment expenditures range from $35.0 million to $40.0 million.”

Outlook

Mr. Parker concluded, “Based on our growing customer pipeline, we expect Dedicated fleet growth and a stable Expedited fleet with a higher proportion of capacity under dedicated or committed contracts. We are also focused on reducing overhead and other controllable costs as a percentage of revenue, which we expect will support gradual margin expansion. For the fourth quarter of 2026, we expect a modest sequential increase in earnings per share, with anticipated operating margin improvement from our asset-based operations partially offset by lower income from our equity method investment, TEL. Longer term, we believe our strategy can materially improve Combined Truckload operating margins through continued world-class customer service and disciplined asset reallocation to operations offering higher margins and returns.”

Conference Call Information

The Company will host a live conference call tomorrow, October 30, 2026, at 10:00 a.m. Eastern time to discuss the quarter. Individuals may access the call by dialing 877-550-1505 (U.S./Canada) and 0800-524-4760 (International). An audio replay will be available for one week following the call at 800-645-7964, access code 3895#. For additional financial and statistical information regarding the Company that is expected to be discussed during the conference call, please visit our website at www.covenantlogistics.com/investors under the icon “Earnings Info.”

About Covenant Logistics Group

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. Covenant's Class A common stock is traded on the New York Stock Exchange under the symbol, “CVLG.”

See GAAP to Non-GAAP Reconciliation in the schedules included with this release. In addition to operating income, segment operating income, operating ratio, segment operating ratio, net income, and earnings per diluted share, we use adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share, non-GAAP measures, as key measures of profitability. Adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share are not substitutes for operating income, segment operating income, operating ratio, segment operating ratio, net income, and earnings per diluted share measured in accordance with GAAP. There are limitations to using non-GAAP financial measures. We believe our presentation of these non-GAAP financial measures is useful because it provides investors and securities analysts with supplemental information that we use internally for purposes of assessing profitability. Further, our Board and management use non-GAAP operating income, segment operating income, operating ratio, segment operating ratio, net income, and earnings per diluted share measures on a supplemental basis to remove items that may not be an indicator of performance from period-to-period. Although we believe that adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share improves comparability in analyzing our period-to-period performance, they could limit comparability to other companies in our industry, if those companies define such measures differently. Because of these limitations, adjusted operating income, adjusted segment operating income, adjusted operating ratio, adjusted segment operating ratio, adjusted net income, and adjusted earnings per diluted share should not be considered measures of income generated by our business or discretionary cash available to us to invest in the growth of our business. Management compensates for these limitations by primarily relying on GAAP results and using non-GAAP financial measures on a supplemental basis.

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. Such statements may be identified by their use of terms or phrases such as “expects,” “estimates,” “projects,” “believes,” “anticipates,” “plans,” “could,” “continue,” “would,” “may,” “will,” "intends," “outlook,” “focus,” “seek,” “potential,” “mission,” “continue,” “goal,” “target,” “objective,” “strategy,” derivations thereof, and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of our management and 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. In this press release, statements relating to equipment age, net capital equipment expenditures and related priorities, benefits, and returns, capital allocation alternatives, expectations for the general freight market, including rates, demand, and capacity, our ability to achieve our desired business mix, future margin and return on capital, future expenses and the impact of inflation, including maintenance, wages, benefits, technology, and insurance and claims, progress toward our strategic goals and the expected impact of achieving such goals, and the statements under “Outlook” are forward-looking statements. The following factors, among others could cause actual results to differ materially from those in the forward-looking statements: Our business is subject to economic, credit, business, and regulatory factors affecting the truckload industry that are largely beyond our control; We may not be successful in achieving our strategic plan; We operate in a highly competitive and fragmented industry; We may not grow substantially in the future and we may not be successful in improving our profitability; We may not make acquisitions in the future, or if we do, we may not be successful in our acquisition strategy; Global conflicts could adversely impact our business and financial results; Increases in driver compensation or difficulties attracting and retaining qualified drivers could have a materially adverse effect on our profitability and the ability to maintain or grow our fleet; Our engagement of independent contractors to provide a portion of our capacity exposes us to different risks than we face with our tractors driven by company drivers; We derive a significant portion of our revenues from our major customers; Fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase commitments, surcharge collection, and hedging activities may increase our costs of operation; We depend on third-party providers, particularly in our Managed Freight reportable segment; We depend on the proper functioning and availability of our management information and communication systems and other information technology assets (including the data contained therein) and a system failure or unavailability, including those caused by cybersecurity breaches internally or with third-parties, or an inability to effectively upgrade such systems and assets could cause a significant disruption to our business; If we are unable to retain our key employees, our business, financial condition, and results of operations could be harmed; Seasonality and the impact of weather and climate change and other catastrophic events affect our operations and profitability; We self-insure for a significant portion of our claims, have exposure outside of our insurance coverage, could be uninsured or underinsured, and have additional exposure following the Supreme Court’s recent Montgomery decision, which could significantly increase the volatility of, and decrease the amount of, our earnings; Our self-insurance for auto liability claims and our use of a captive insurance company could adversely impact our operations; We have experienced, and may experience additional, erosion of available limits in our aggregate insurance policies; We may experience additional expense to reinstate insurance policies due to liability claims; We operate in a highly regulated industry; If our independent contractor drivers are deemed by regulators or judicial process to be employees, our business, financial condition, and results of operations could be adversely affected; Developments in labor and employment law and any unionizing efforts by employees or employees of related businesses could have a materially adverse effect on our results of operations; The Compliance Safety Accountability program adopted by the Federal Motor Carrier Safety Administration could adversely affect our profitability and operations, our ability to maintain or grow our fleet, and our customer relationships; Receipt of an unfavorable Department of Transportation safety rating at any of our motor carriers could have a materially adverse effect on our operations and profitability; Compliance with and changes to various environmental laws and regulations; Regulatory changes related to climate change could increase our costs significantly; Changes to trade regulation, export controls, duties, or tariffs; Litigation may adversely affect our business, financial condition, and results of operations; Conflicting views on environmental and societal matters may have a negative impact on our business, impose additional costs on us, and expose us to additional risks; A large-scale outbreak of avian flu or related illness among the nation’s poultry flock may adversely affect the revenues of our Dedicated segment; Our ABL credit facility and other financing arrangements contain certain covenants, restrictions, and requirements, and we may be unable to comply with such covenants, restrictions, and requirements; In the future, we may need to obtain additional financing that may not be available or, if it is available, may result in a reduction in the percentage ownership of our stockholders; Our indebtedness and finance and operating lease obligations could adversely affect our ability to respond to changes in our industry or business; Our profitability may be materially adversely impacted if our capital investments do not match customer demand or if there is a decline in the availability of funding sources for these investments; Increased prices for new revenue equipment, design changes of new engines, future uses of autonomous tractors, volatility in the used equipment market, decreased availability of new revenue equipment, and the failure of manufacturers to meet their sale or trade-back obligations to us could have a materially adverse effect on our business, financial condition, results of operations, and profitability; Our 49% owned subsidiary, Transport Enterprise Leasing, faces certain additional risks particular to its operations, any one of which could adversely affect our operating results; We could determine that our goodwill and other intangible assets are impaired, thus recognizing a related loss; Our Chairman of the Board and Chief Executive Officer and his wife control a large portion of our stock and have substantial control over us, which could limit other stockholders' ability to influence the outcome of key transactions, including changes of control; Provisions in our charter documents or Nevada law may inhibit a takeover, which could limit the price investors might be willing to pay for our Class A common stock; The market price of our Class A common stock may be volatile; We cannot guarantee the timing or amount of repurchases of our Class A common stock, or the declaration of future dividends, if any; Changes in taxation could lead to an increase of our tax exposure; If we fail to maintain effective internal control over financial reporting in the future, there could be an elevated possibility of a material misstatement, and such a misstatement could cause investors to lose confidence in our financial statements, which could have a material adverse effect on our stock price; and The effects of a widespread outbreak of an illness or disease, or any other public health crisis, as well as regulatory measures implemented in response to such events, could negatively impact the health and safety of our workforce and/or adversely impact our business and results of operations. Readers should review and consider these factors along with the various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

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

Covenant Logistics Group, Inc.

Key Financial and Operating Statistics

Income Statement Data

Three Months Ended September 30,

Nine Months Ended September 30,

($s in 000s,

except per share data)

2026

2025

% Change

2026

2025

% Change

Revenues

Freight revenue

315,050

268,840

17.2

891,668

788,591

13.1

Fuel surcharge revenue

38,844

28,049

38.5

102,260

80,507

27.0

Total revenue

353,894

296,889

19.2

993,928

869,098

14.4

Operating

expenses:

Salaries, wages, and related expenses

115,501

109,745

334,903

323,845

Fuel expense

38,259

29,506

104,406

85,663

Operations and maintenance

20,235

19,352

56,915

52,168

Revenue equipment rentals and purchased transportation

113,412

72,908

301,354

206,504

Operating taxes and licenses

3,089

3,304

9,104

10,326

Insurance and claims

9,791

14,179

40,575

46,769

Communications and utilities

2,152

1,631

6,063

4,580

General supplies and expenses

16,448

15,872

43,046

44,124

Depreciation and amortization

23,458

22,953

70,253

67,869

(Gain) loss on disposition of property and equipment, net

(945

)

(487

)

(308

)

134

Total operating

expenses

341,400

288,963

966,311

841,982

Operating income

12,494

7,926

27,617

27,116

Interest

expense, net

3,854

3,468

10,721

8,795

Income from

equity method investment

(5,650

)

(3,578

)

(14,602

)

(11,622

)

Income from

continuing operations before income taxes

14,290

8,036

31,498

29,943

Income tax

expense

3,586

1,772

7,839

7,276

Income from continuing operations

10,704

6,264

23,659

22,667

Income from discontinued operations, net of tax

2,829

Net income

10,704

9,093

23,659

25,496

Basic

earnings per share (1)

Income from

continuing operations

0.42

0.25

0.94

0.88

Income from

discontinued operations

0.11

Net income per

basic share

0.42

0.36

0.94

0.99

Diluted

earnings per share (1)

Income from continuing operations

0.40

0.24

0.89

0.83

Income from

discontinued operations

0.11

0.10

Net income per

diluted share

0.40

0.35

0.89

0.94

Basic weighted

average shares outstanding (000s)

25,383

25,030

25,229

25,872

Diluted weighted

average shares outstanding (000s)

26,603

26,301

26,559

27,156

Segment Freight Revenues

Three Months Ended September 30,

Nine Months Ended September 30,

($s in 000's)

2026

2025

% Change

2026

2025

% Change

Expedited - Truckload

70,555

80,184

(12.0

216,246

243,662

(11.3

Dedicated - Truckload

95,405

91,581

4.2

280,489

263,827

6.3

Combined Truckload

165,960

171,765

(3.4

496,735

507,489

(2.1

Managed Freight

121,635

72,220

68.4

311,908

206,620

51.0

Warehousing

26,738

24,802

7.8

81,012

74,429

8.8

Other

717

1252.8

2,013

3698.1

Consolidated Freight Revenue

315,050

268,840

17.2

891,668

788,591

13.1

Truckload Operating Statistics

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

% Change

2026

2025

% Change

Average freight revenue per loaded mile

3.67

2.99

22.7

3.50

2.98

17.4

Average freight revenue per total mile

3.03

2.53

19.8

2.89

2.53

14.2

Average freight revenue per tractor per week

5,778

5,445

6.1

5,741

5,469

5.0

Average miles per tractor per period

25,081

28,306

(11.4

77,412

84,456

(8.3

Weighted avg. tractors for period

2,186

2,400

(8.9

2,219

2,379

(6.7

Tractors at end of period

2,178

2,434

(10.5

2,178

2,434

(10.5

Trailers at end of period

7,011

6,851

2.3

7,011

6,851

2.3

Selected Balance Sheet Data

($s in '000's, except per share data)

9/30/2026

12/31/2025

Total assets

1,023,637

1,047,548

Total stockholders' equity

422,257

403,997

Total indebtedness, comprised of total debt and finance leases, net of cash

283,927

296,297

Net Indebtedness to Capitalization Ratio

40.2

42.3

Tangible book value per end-of-quarter basic share

9.63

8.69

Covenant Logistics Group, Inc.

Non-GAAP Reconciliation (Unaudited)

Adjusted Operating Income and Adjusted Operating Ratio(1)

(Dollars

in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

GAAP

Presentation

2026

2025

bps Change

2026

2025

bps Change

Total revenue

353,894

296,889

993,928

869,098

Total operating

expenses

341,400

288,963

966,311

841,982

Operating income

12,494

7,926

27,617

27,116

Operating ratio

96.5

97.3

(80

)

97.2

96.9

Non-GAAP

Presentation

2026

2025

bps Change

2026

2025

bps Change

Total revenue

353,894

296,889

993,928

869,098

Fuel surcharge

revenue

(38,844

)

(28,049

)

(102,260

)

(80,507

)

Freight revenue

(total revenue, excluding fuel surcharge)

315,050

268,840

891,668

788,591

Total operating

income

12,494

7,926

27,617

27,116

Adjusted for:

Amortization of

intangibles (2)

3,001

2,653

9,001

7,770

Contingent

consideration liability adjustment

328

710

984

2,130

Transaction

costs

149

Employee

separation costs

1,375

Lease

abandonment and customer exit costs

429

Abandonment of

long-lived software

1,884

Adjusted

operating income

15,823

14,977

37,602

40,853

Adjusted

operating ratio

95.0

94.4

95.8

94.8

100

(1)

Pursuant to the

requirements of Regulation G, this table reconciles consolidated GAAP

operating income and operating ratio to consolidated non-GAAP adjusted

operating income and adjusted operating ratio.

(2)

"Amortization

of intangibles" reflects the non-cash amortization expense relating to

intangible assets.

Non-GAAP Reconciliation (Unaudited)

Adjusted Net Income and Adjusted EPS(1)

(Dollars

in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2026

2025

2026

2025

GAAP

Presentation - Net income

10,704

9,093

23,659

25,496

Adjusted for:

Amortization of

intangibles (2)

3,001

2,653

9,001

7,770

Contingent

consideration liability adjustment

328

710

984

2,130

Transaction

costs

149

Employee

separation costs

1,375

Lease

abandonment and customer exit costs

429

Abandonment of

long-lived software

1,884

Total

adjustments before taxes

3,329

3,278

9,985

9,964

Provision for

income tax expense at effective rate

(836

)

(854

)

(2,446

)

(2,533

)

Tax effected

adjustments

2,493

2,424

7,539

7,431

Non-GAAP

Presentation - Adjusted net income

13,197

11,517

31,198

32,927

GAAP

Presentation - Diluted earnings per share ("EPS") (3)

0.40

0.35

0.89

0.94

Adjusted for:

Amortization of

intangibles(2)

0.11

0.10

0.34

0.29

Discontinued

operations reversal of loss contingency(4)

(0.14

)

(0.14

)

Contingent

consideration liability adjustment

0.01

0.03

0.04

0.08

Transaction

costs

0.01

Employee

separation costs

0.05

Lease

abandonment and customer exit costs

0.02

Abandonment of

long-lived software

0.07

Total

adjustments before taxes

0.12

0.38

0.37

Provision for

income tax expense at effective rate

(0.02

)

(0.03

)

(0.09

)

(0.09

)

Tax effected

adjustments

0.10

0.09

0.29

0.28

Non-GAAP

Presentation - Adjusted EPS

0.50

0.44

1.18

1.22

(1)

Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP net income to consolidated non-GAAP adjusted net income and consolidated GAAP diluted earnings per share to non-GAAP consolidated Adjusted EPS.

(2)

"Amortization of intangibles" reflects the non-cash amortization expense relating to intangible assets.

(3)

Total may not sum due to rounding.

(4)

"Discontinued Operations reversal of loss contingency" reflects the non-cash reversal of a previously recorded loss contingency that is no longer considered probable. The original loss contingency was recorded in Q4 2020 as a result of our disposal of our former accounts receivable factoring segment, TFS.

Covenant Logistics Group, Inc

Non-GAAP Reconciliation (Unaudited)

Adjusted Operating Income and Adjusted Operating Ratio (1)

(Dollars in thousands)

Three Months Ended September 30,

GAAP Presentation

2026

2025

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Total revenue

89,473

115,124

204,597

121,635

26,945

94,632

105,020

199,652

72,220

24,964

Total segment operating expenses (2)

81,627

108,708

190,335

114,268

25,248

89,553

100,921

190,474

69,260

22,466

Segment operating income (2)

7,846

6,416

14,262

7,367

1,697

5,079

4,099

9,178

2,960

2,498

Segment operating ratio (2)

91.2

94.4

93.0

93.9

93.7

94.6

96.1

95.4

95.9

90.0

Non-GAAP Presentation

Total revenue

89,473

115,124

204,597

121,635

26,945

94,632

105,020

199,652

72,220

24,964

Fuel surcharge revenue

(18,918

)

(19,719

)

(38,637

)

(207

)

(14,448

)

(13,439

)

(27,887

)

(162

)

Freight revenue (total revenue, excluding fuel surcharge)

70,555

95,405

165,960

121,635

26,738

80,184

91,581

171,765

72,220

24,802

Total segment operating income (2)

7,846

6,416

14,262

7,367

1,697

5,079

4,099

9,178

2,960

2,498

Adjusted for:

Other (3)

(3,685

)

(2,724

)

(6,409

)

(285

)

(809

)

(1,548

)

(1,054

)

(2,602

)

(212

)

(535

)

Employee separation costs

680

622

1,302

Lease abandonment and customer exit costs

166

215

214

Abandonment of long-lived software

880

1,004

1,884

Adjusted segment operating income

4,161

3,692

7,853

7,082

888

5,140

4,83

9,977

3,035

1,963

Adjusted segment operating ratio

94.1

96.1

95.3

94.2

96.7

93.6

94.7

94.2

95.8

92.1

Nine Months Ended September 30,

GAAP Presentation

2026

2025

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Total revenue

267,564

330,913

598,477

311,908

81,530

286,625

300,906

587,531

206,620

74,894

Total segment operating expenses (2)

248,511

311,132

559,643

299,099

76,481

268,490

288,634

557,124

195,658

68,636

Segment operating income (2)

19,053

19,781

38,834

12,809

5,049

18,135

12,272

30,407

10,962

6,258

Segment operating ratio (2)

92.9

94.0

93.5

95.9

93.8

93.7

95.9

94.8

94.7

91.6

Non-GAAP Presentation

Total revenue

267,564

330,913

598,477

311,908

81,530

286,625

300,906

587,531

206,620

74,894

Fuel surcharge revenue

(51,318

)

(50,424

)

(101,742

)

(518

)

(42,963

)

(37,079

)

(80,042

)

(465

)

Freight revenue (total revenue, excluding fuel surcharge)

216,246

280,489

496,735

311,908

81,012

243,662

263,827

507,489

206,620

74,429

Total segment operating income (2)

19,053

19,781

38,834

12,809

5,049

18,135

12,272

30,407

10,962

6,258

Adjusted for:

Other (3)

(10,254

)

(7,264

)

(17,518

)

493

(2,065

)

(4,874

)

(3,308

)

(8,182

)

(694

)

(1,737

)

Transaction costs

149

Employee separation costs

680

622

1,302

Lease abandonment and customer exit costs

166

215

214

Abandonment of long-lived software

880

1,004

1,884

Adjusted segment operating incom

8,799

12,517

21,316

13,302

2,984

14,870

10,905

25,775

10,555

4,521

Adjusted segment operating ratio

95.9

95.5

95.7

96.3

93.9

95.9

94.9

93.9

(1)

Pursuant to the requirements of Regulation G, this table reconciles consolidated GAAP segment operating income and segment operating ratio to consolidated non-GAAP adjusted segment operating income and adjusted segment operating ratio.

(2)

Segment operating expenses, segment operating income, and segment operating ratio exclude indirect costs not directly attributable to any one reportable segment, amortization of intangible assets, impairment of goodwill, and contingent consideration liability adjustments to match the information our Chief Operating Decision Maker uses to evaluate the operating results of our reportable segments. The prior year periods have been conformed to this presentation.

(3)

Represents indirect costs not directly attributable to any one reportable segment.

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