Form 8-K

8-K — COVENANT LOGISTICS GROUP, INC.

Accession: 0001008886-26-000201

Filed: 2026-07-29

Period: 2026-07-29

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):

July 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 July 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 June 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 June 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: July 29, 2026

By:

/s/ James S. Grant

James S. Grant

Executive Vice President and Chief Financial Officer

0000928658

false

0000928658

2026-07-29

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: exhibit991.htm · Sequence: 5

Exhibit 99.1

COVENANT LOGISTICS GROUP ANNOUNCES SECOND QUARTER 2026

FINANCIAL AND OPERATING RESULTS

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

Chairman and Chief Executive Officer David R. Parker commented, “Our second quarter earnings were $0.32 per diluted share, or $0.42 per diluted share on a non-GAAP adjusted basis. We made constructive changes on the revenue side of the business, but our costs disappointed us in the quarter. Our strategy remains to pursue durable margin improvement during the current freight market upcycle through committed contracts that phase in over the next several quarters.

“The freight market strengthened sequentially throughout the quarter, and our team did a good job of capitalizing on opportunities to improve the quality of our Combined Truckload revenue. During the quarter, we moved approximately 15% of our Expedited fleet from uncommitted freight to attractive committed contracts, expanded our dedicated protein supply chain exposure, reduced general commodity freight, and implemented rate increases for certain customers who fell short of our profitability requirements. These actions led to a 5.9% increase in Combined Truckload average freight revenue per tractor per week, consisting of a 15.1% increase in freight revenue per total mile, offset by an 8.0% decrease in average miles per unit. Over half the increase in freight revenue per total mile came from mix shift among business units, with the balance coming from rate increases. Our fleet size was down 3.3% sequentially and is expected to hold approximately steady into the stronger market. Our goal is to have substantially all our asset-based business under long-term dedicated or other committed contracts by the end of this freight market upcycle. Consistent with our strategy that lowered volatility during the recent freight market downturn, we intend to patiently pursue the customers and markets that help us create sustainable long-term value.

“Combined Truckload margins failed to expand due to pressure from equipment and maintenance, insurance and claims, driver expense, and general overhead that has not reduced as quickly as our tractor count over the past year. Maintenance and insurance claims together were approximately 8 cents per diluted share higher than our expectations and historical averages and are not expected to continue at this elevated level. The excess maintenance and insurance claims expense more than offset an approximately 3 cents per diluted share benefit from a lower tax rate and interest income from a compensation plan, neither of which is expected to occur in the third quarter.

“Managed Freight experienced early cycle margin compression due to capacity costs rising faster than revenue per load, which lowered gross margin. This is typical early in the cycle because capacity is sourced in the spot market and most of our freight rates are contractual. Additionally, last year’s quarter included the benefit of a surge contract that was discontinued.

“Our 49% equity method investment with Transport Enterprise Leasing (“TEL”) contributed pre-tax net income of $5.3 million, or $0.16 per share, compared to $4.3 million, or $0.12 per share, in the 2025 quarter. TEL’s results benefited from higher equipment sale gains.”

Second Quarter Financial Performance:

Three Months Ended June 30,

Six Months Ended June 30,

($000s, except per share information)

2026

2025

2026

2025

Total Revenue

332,873

302,854

640,034

572,209

Freight Revenue, Excludes Fuel Surcharge

294,693

276,532

576,618

519,751

Operating Income

8,841

11,563

15,123

19,190

Adjusted Operating Income (1)

12,169

15,019

21,779

25,876

Operating Ratio

97.3

96.2

97.6

96.6

Adjusted Operating Ratio (1)

95.9

94.6

96.2

95.0

Net Income

8,535

9,840

12,955

16,403

Adjusted Net Income (1)

11,201

12,415

17,980

21,384

Earnings per Diluted Share

0.32

0.36

0.49

0.60

Adjusted Earnings per Diluted Share (1)

0.42

0.45

0.68

0.78

(1)

Represents non-GAAP measures.

Truckload Operating Data and Statistics

Three Months Ended June 30,

Six Months Ended June 30,

($000s, except statistical information)

2026

2025

2026

2025

Combined Truckload

Total Revenue

205,786

199,577

393,880

387,879

Freight Revenue, excludes Fuel Surcharge

167,762

173,395

330,775

335,724

Segment Operating Income (1)

16,164

13,679

24,572

21,316

Adj. Seg. Operating Income (2)

8,651

9,590

13,462

15,799

Segment Operating Ratio (1)

92.1

93.1

93.8

94.5

Adj. Seg. Operating Ratio (2)

94.8

94.5

95.9

95.3

Average Freight Revenue per Tractor per Week

5,870

5,543

5,720

5,480

Average Freight Revenue per Total Mile

2.90

2.52

2.83

2.52

Average Miles per Tractor per Period

26,337

28,620

52,284

56,146

Weighted Average Tractors for Period

2,199

2,406

2,237

2,369

Expedited

Total Revenue

93,420

97,300

178,091

191,993

Freight Revenue, excludes Fuel Surcharge

73,742

83,229

145,691

163,478

Segment Operating Income (1)

8,386

7,466

11,207

13,056

Adj. Seg. Operating Income (2)

3,955

5,077

4,638

9,731

Segment Operating Ratio (1)

91.0

92.3

93.7

93.2

Adj. Seg. Operating Ratio (2)

94.6

93.9

96.8

94.0

Average Freight Revenue per Tractor per Week

7,949

7,442

7,629

7,383

Average Freight Revenue per Total Mile

2.36

2.11

2.28

2.12

Average Miles per Tractor per Period

43,868

45,754

86,618

90,018

Weighted Average Tractors for Period

714

860

739

856

Dedicated

Total Revenue

112,366

102,277

215,789

195,886

Freight Revenue, excludes Fuel Surcharge

94,020

90,166

185,084

172,246

Segment Operating Income (1)

7,778

6,213

13,365

8,260

Adj. Seg. Operating Income (2)

4,696

4,513

8,824

6,068

Segment Operating Ratio (1)

93.1

93.9

93.8

95.8

Adj. Seg. Operating Ratio (2)

95.0

95.2

96.5

Average Freight Revenue per Tractor per Week

4,870

4,486

4,778

4,403

Average Freight Revenue per Total Mile

3.53

3.06

3.49

3.08

Average Miles per Tractor per Period

17,913

19,085

35,356

36,974

Weighted Average Tractors for Period

1,485

1,546

1,498

1,513

(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. The prior year periods have been conformed to this presentation.

(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 3.1%, to $205.8 million. The increase in total revenue consisted of $11.8 million more fuel surcharge revenue, which varies with the cost of fuel, offset by $5.6 million less freight revenue. The reduction in freight revenue is largely attributable to an 8.6% 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 $9.5 million, or 11.4%. Average total tractors decreased by 146 units or 17.0% to 714, compared to 860 in the prior year quarter. Average freight revenue per tractor per week increased 6.8% compared to the prior year quarter, as a result of an 11.4% increase in revenue per total mile, partially offset by an approximately 4.2% decline in miles per average tractor. During the quarter, we converted approximately 15% of our Expedited fleet to multi-year committed capacity contracts and reduced a portion of the fleet serving customers with commoditized freight. 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 $3.9 million, or 4.3%. Average total tractors decreased by 61 units or 3.9% to 1,485, compared to 1,546 in the prior year quarter. Average freight revenue per tractor per week increased 8.6% 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, “Our combined truckload operating expenses increased approximately $0.38 per total mile, or 16%, on a non-GAAP adjusted basis, primarily reflecting business mix changes from the prior-year quarter and slightly outpacing combined Truckload freight revenue per total mile increase of 15.1%. As our high-mileage, capital-intensive Expedited fleet has been reduced, our more specialized agricultural-related protein fleet within Dedicated has grown. This mix shift has produced a combined truckload fleet with more consistent and predictable volumes, but fewer miles per tractor, resulting in higher revenue and cost to serve on a per-total-mile basis. In addition to business mix, operating costs were elevated during the quarter, especially related to maintenance and insurance claims expense, which surged beyond our expectations and historical averages during the quarter. Going forward, we anticipate these costs to be more in line with our expectations, although given our level of risk retention, insurance and claims expense may vary from quarter to quarter.”

Managed Freight Segment

Three Months Ended June 30,

Six Months Ended June 30,

($000s)

2026

2025

2026

2025

Freight Revenue

99,542

77,550

190,273

134,400

Segment Operating Income (1)

1,739

4,462

5,442

8,002

Adj. Seg. Operating Income (2)

2,633

4,171

6,220

7,520

Segment Operating Ratio (1)

98.3

94.2

97.1

94.0

Adj. Seg. Operating Ratio (2)

97.4

94.6

96.7

94.4

(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. The prior year periods have been conformed to this presentation.

(2)

Represents non-GAAP measures.

“For the quarter, Managed Freight grew freight revenue by 28.4% year over year increase, primarily attributable to the integration of assets acquired during the fourth quarter of 2025. However, the segment operating ratio and adjusted segment operating ratio were negatively impacted compared to the same quarter last year due to heightened costs associated with securing capacity, currently outpacing our ability to capture contractual rate increases with certain of our customers. Additionally, the 2025 quarter included the benefit of a surge contract in Managed Freight that was discontinued. As supply continues to exit the freight market, sourcing quality carrier capacity below contractual freight pricing remains challenging, despite the implementation of numerous rate increases. Additionally, higher insurance and claims expense has become a greater risk in Managed Freight after the Supreme Court’s recent Montgomery decision.

Warehousing Segment

Three Months Ended June 30,

Six Months Ended June 30,

($000s)

2026

2025

2026

2025

Freight Revenue

26,722

25,587

54,274

49,627

Segment Operating Income (1)

1,574

1,916

3,352

3,760

Adj. Seg. Operating Income (2)

885

1,258

2,097

2,557

Segment Operating Ratio (1)

94.1

92.6

93.9

92.5

Adj. Seg. Operating Ratio (2)

96.7

95.1

96.1

94.8

(1)

(2)

Represents non-GAAP measures.

“For the quarter, Warehousing’s freight revenue increased $1.1 million, primarily from onboarding a significant new customer in the fourth quarter of 2025. Segment operating income and adjusted segment operating income were comparable to the prior year period because new business startup expenses and operational inefficiencies more than offset the additional revenue. 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 June 30, 2026, our total indebtedness, composed of total debt and finance lease obligations, net of cash (“net indebtedness”), decreased by $6.9 million to approximately $289.7 million as compared to December 31, 2025. In addition, our net indebtedness to total capitalization decreased to 41.2% at June 30, 2026, from 42.3% at December 31, 2025.

“At June 30, 2026, we had cash and cash equivalents totaling $2.6 million. Under our ABL credit facility, we had $51.0 million in outstanding borrowings, undrawn letters of credit outstanding of $19.9 million, and immediate available borrowing capacity of $59.1 million.

“At the end of the quarter, we had $0.3 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 22 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 half of the year were less than $1.0 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 $50 million to $60 million.”

Outlook

Mr. Parker concluded, “We were pleased with the recent progress in our top-line results, despite incurring higher costs to serve our customers. Based on our growing pipeline of customer demand, we expect our fleet count to stabilize, our fleet percentage under dedicated and committed capacity contracts to grow, and our margins to expand gradually. Most of our Combined Truckload fleet is under dedicated or similar committed capacity contracts, which will extend our renewal cycle compared with companies that operate largely in the uncommitted market. In the near term, approximately 40% of our Expedited fleet and 25% of our Dedicated fleet are operating under contracts that renew over the next 12 months, with many of these contracts being our least profitable. Additionally, we are intensely focused on reducing overhead and other controllable costs as a percentage of revenue. Despite our safety efforts, insurance and claims expense is expected to remain volatile due to high retention levels, the unpredictability of so-called nuclear verdicts in our industry, and the potential for higher costs and expansion of liability to Managed Freight operations after the Montgomery decision. For the third quarter of 2026, we expect a modest sequential increase to earnings per share as anticipated operating margin improvement is partially offset by the absence of higher TEL equipment sales, lower income tax rate, and interest income that benefitted the second quarter. In the longer term, we are confident in our ability to grow revenue and materially improve our Combined Truckload operating margin as we continue offering world-class service to our customers and proactively reallocate assets to operations that we believe will enhance margins and returns.

Conference Call Information

The Company will host a live conference call tomorrow, July 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.”

(1) 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 and capacity, our ability to achieve our desired business mix, future margin and return on capital, future expenses, including maintenance 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 June 30,

Six Months Ended June 30,

($s in

000s, except per share data)

2026

2025

% Change

2026

2025

% Change

Revenues

Freight revenue

294,693

276,532

6.6

576,618

519,751

10.9

Fuel surcharge revenue

38,180

26,322

45.0

63,416

52,458

20.9

Total revenue

332,873

302,854

9.9

640,034

572,209

11.9

Operating

expenses:

Salaries, wages, and related expenses

110,134

109,148

219,402

214,100

Fuel expense

37,850

27,989

66,147

56,157

Operations and maintenance

18,766

17,066

36,680

32,816

Revenue equipment rentals and purchased transportation

98,724

76,791

187,942

133,596

Operating taxes and licenses

3,026

3,436

6,015

7,022

Insurance and claims

18,138

17,307

30,784

32,590

Communications and utilities

1,877

1,481

3,911

2,949

General supplies and expenses

12,399

14,657

26,598

28,252

Depreciation and amortization

22,819

23,121

46,795

44,916

Loss on disposition of property and equipment, net

299

295

637

621

Total

operating expenses

324,032

291,291

624,911

553,019

Operating

income

8,841

11,563

15,123

19,190

Interest

expense, net

2,981

2,470

6,867

5,327

Income from

equity method investment

(5,265

)

(4,268

)

(8,952

)

(8,044

)

Income from

continuing operations before income taxes

11,125

13,361

17,208

21,907

Income tax

expense

2,590

3,521

4,253

5,504

Net income

8,535

9,840

12,955

16,403

Basic

earnings per share (1)

Income from

continuing operations

0.34

0.38

0.52

0.62

Diluted

earnings per share (1)

Income from continuing operations

0.32

0.36

0.49

0.60

Basic weighted

average shares outstanding (000s)

25,215

26,041

25,149

26,295

Diluted

weighted average shares outstanding (000s)

26,589

27,228

26,529

27,564

Segment Freight Revenues

Three Months Ended June 30,

Six Months Ended June 30,

($s in 000's)

2026

2025

% Change

2026

2025

% Change

Expedited - Truckload

73,742

83,229

(11.4

145,691

163,478

(10.9

Dedicated - Truckload

94,020

90,166

4.3

185,084

172,246

7.5

Combined Truckload

167,762

173,395

(3.2

330,775

335,724

(1.5

Managed Freight

99,542

77,550

28.4

190,273

134,400

41.6

Warehousing

26,722

25,587

4.4

54,274

49,627

9.4

Other

667

100.0

1,296

100.0

Consolidated Freight Revenue

294,693

276,532

6.6

576,618

519,751

10.9

Truckload Operating Statistics

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

% Change

2026

2025

% Change

Average freight revenue per loaded mile

3.50

2.96

18.2

2.83

2.97

15.2

Average freight revenue per total mile

2.90

2.52

15.1

5,720

2.52

12.3

Average freight revenue per tractor per week

5,870

5,543

5.9

52,284

5,480

4.4

Average miles per tractor per period

26,337

28,620

(8.0

2,237

56,146

(6.9

Weighted avg. tractors for period

2,199

2,406

(8.6

2,202

2,369

(5.6

Tractors at end of period

2,202

2,401

(8.3

7,142

2,401

(8.3

Trailers at end of period

7,142

6,639

7.6

2.83

6,639

7.6

Selected Balance Sheet Data

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

6/30/2026

12/31/2025

Total assets

1,005,765

1,047,548

Total stockholders' equity

412,873

403,997

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

289,686

296,297

Net Indebtedness to Capitalization Ratio

41.2

42.3

Tangible book value per end-of-quarter basic share

9.18

8.69

Covenant Logistics Group, Inc.

Non-GAAP Reconciliation (Unaudited)

Adjusted Operating Income and Adjusted Operating Ratio(1)

(Dollars

in thousands)

Three Months Ended June 30,

Six Months Ended June 30,

GAAP

Presentation

2026

2025

bps Change

2026

2025

bps Change

Total revenue

332,873

302,854

640,034

572,209

Total operating

expenses

324,032

291,291

624,911

553,019

Operating income

8,841

11,563

15,123

19,190

Operating ratio

97.3

96.2

110

97.6

96.6

100

Non-GAAP

Presentation

2026

2025

bps Change

2026

2025

bps Change

Total revenue

332,873

302,854

640,034

572,209

Fuel surcharge

revenue

(38,180

)

(26,322

)

(63,416

)

(52,458

)

Freight revenue

(total revenue, excluding fuel surcharge)

294,693

276,532

576,618

519,751

Total operating

income

8,841

11,563

15,123

19,190

Adjusted for:

Amortization of

intangibles (2)

3,000

2,746

6,000

5,117

Contingent

consideration liability adjustment

328

710

656

1,420

Transaction

costs

149

Adjusted

operating income

12,169

15,019

21,779

25,876

Adjusted

operating ratio

95.9

94.6

130

96.2

95.0

120

(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 June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP

Presentation - Net income

8,535

9,840

12,955

16,403

Adjusted for:

Amortization of

intangibles (2)

3,000

2,746

6,000

5,117

Contingent

consideration liability adjustment

328

710

656

1,420

Transaction

costs

149

Total

adjustments before taxes

3,328

3,456

6,656

6,686

Provision for

income tax expense at effective rate

(662

)

(881

)

(1,631

)

(1,705

)

Tax effected

adjustments

2,666

2,575

5,025

4,981

Non-GAAP Presentation - Adjusted net income

11,201

12,415

17,980

21,384

GAAP

Presentation - Diluted earnings per share ("EPS")

0.32

0.36

0.49

0.60

Adjusted for:

Amortization of

intangibles (2)

0.11

0.10

0.23

0.19

Contingent

consideration liability adjustment

0.01

0.03

0.02

0.05

Transaction

costs

0.01

Total

adjustments before taxes

0.12

0.13

0.25

Provision for

income tax expense at effective rate

(0.02

)

(0.04

)

(0.06

)

(0.07

)

Tax effected

adjustments

0.10

0.09

0.19

0.18

Non-GAAP Presentation - Adjusted EPS(3)

0.42

0.45

0.68

0.78

(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.

Covenant Logistics Group, Inc

Non-GAAP Reconciliation (Unaudited)

Adjusted Operating Income and Adjusted Operating Ratio (1)

(Dollars in thousands)

Three Months Ended June 30,

GAAP Presentation

2026

2025

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Total revenue

93,420

112,366

205,786

99,542

26,878

97,300

102,277

199,577

77,550

25,727

Total segment operating expenses (2)

85,034

104,588

189,622

97,803

25,304

89,834

96,064

185,898

73,088

23,811

Segment operating income (2)

8,386

7,778

16,164

1,739

1,574

7,466

6,213

13,679

4,462

1,916

Segment operating ratio (2)

91.0

93.1

92.1

98.3

94.1

92.3

93.9

93.1

94.2

92.6

Non-GAAP Presentation

Total revenue

93,420

112,366

205,786

99,542

26,878

97,300

102,277

199,577

77,550

25,727

Fuel surcharge revenue

(19,678

)

(18,346

)

(38,024

)

(156

)

(14,071

)

(12,111

)

(26,182

)

(140

)

Freight revenue (total revenue, excluding fuel surcharge)

73,742

94,020

167,762

99,542

26,722

83,229

90,166

173,395

77,550

25,587

Total segment operating income (2)

8,386

7,778

16,164

1,739

1,574

7,466

6,213

13,679

4,462

1,916

Adjusted for:

Other (3)

(4,431

)

(3,082

)

(7,513

)

894

(689

)

(2,389

)

(1,700

)

(4,089

)

(291

)

(658

)

Adjusted segment operating income

3,955

4,696

8,651

2,633

885

5,077

4,513

9,590

4,171

1,258

Adjusted segment operating ratio

94.6

95.0

94.8

97.4

96.7

93.9

95.0

94.5

94.6

95.1

Six Months Ended June 30,

GAAP Presentation

2026

2025

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Expedited

Dedicated

Combined Truckload

Managed Freight

Warehousing

Total revenue

178,091

215,789

393,880

190,273

54,585

191,993

195,886

387,879

134,400

49,930

Total segment operating expenses (2)

166,884

202,424

369,308

184,831

51,233

178,937

187,626

366,563

126,398

46,170

Segment operating income (2)

11,207

13,365

24,572

5,442

3,352

13,056

8,260

21,316

8,002

3,760

Segment operating ratio (2)

93.7

93.8

97.1

93.9

93.2

95.8

94.5

94.0

92.5

Non-GAAP Presentation

Total revenue

178,091

215,789

393,880

190,273

54,585

191,993

195,886

387,879

134,400

49,930

Fuel surcharge revenue

(32,400

)

(30,705

)

(63,105

)

(311

)

(28,515

)

(23,640

)

(52,155

)

(303

)

Freight revenue (total revenue, excluding fuel surcharge)

145,691

185,084

330,775

190,273

54,274

163,478

172,246

335,724

134,400

49,627

Total segment operating income (2)

11,207

13,365

24,572

5,442

3,352

13,056

8,260

21,316

8,002

3,760

Adjusted for:

Other (3)

(6,569

)

(4,541

)

(11,110

)

778

(1,255

)

(3,325

)

(2,341

)

(5,666

)

(482

)

(1,203

)

Transaction costs

149

Adjusted segment operating income

4,638

8,824

13,462

6,220

2,097

9,731

6,068

15,799

7,520

2,557

Adjusted segment operating ratio

96.8

95.2

95.9

96.7

96.1

94.0

96.5

95.3

94.4

94.8

(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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Document And Entity Information

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