Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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COVENANT LOGISTICS GROUP, INC. (Name of Issuer) |
Class A Common Stock, Par Value $0.01 (Title of Class of Securities) |
22284P105 (CUSIP Number) |
David and Jacqueline Parker 400 Birmingham Highway, Chattanooga, TN, 37419 (423) 821-1212 Heidi Hornung-Scherr Scudder Law Firm, P.C., L.L.O., 411 South 13th Street, 2nd Floor Lincoln, NE, 68508 (402) 435-3223 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/20/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 22284P105 |
| 1 |
Name of reporting person
David R. Parker and Jacqueline F. Parker | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,852,085.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
30.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, Par Value $0.01 | |
| (b) | Name of Issuer:
COVENANT LOGISTICS GROUP, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
400 Birmingham Highway, Chattanooga,
TENNESSEE
, 37419. | |
Item 1 Comment:
This Amendment No. 12 (this "Amendment") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on December 8, 2008 (the "Original Statement"). Information contained in the Original Statement, as amended, remains effective except to the extent that it is amended, restated, supplemented, or superseded by the information contained in this Amendment. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) |
As of February 24, 2026, the Reporting Persons may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 7,852,085 shares of common stock, representing approximately 30.4% of the issued and outstanding shares of common stock of the Issuer, comprised of (i) 2,047,544 shares of Class A common stock owned by Mr. and Mrs. Parker as joint tenants with rights of survivorship ("JTWROS"), (ii) 227,872 shares of Class A common stock held by Mr. Parker, (iii) 800,000 options to purchase Class A common stock held by Mr. Parker, (iv) 76,669 shares of Class A common stock allocated to the account of Mr. Parker under the Issuer's 401(k) plan (the number of shares reported as beneficially owned is equal to Mr. Parker's February 18, 2026, account balance in the employer stock fund under the Issuer's 401(k) plan divided by the closing price on such date), and (v) 4,700,000 shares of Class B common stock. The Issuer has both Class A and Class B common stock. The Class A common stock has one vote per share. The Class B common stock has two votes per share while beneficially owned by David R. Parker, Jacqueline F. Parker, or certain members of their immediate family. The Class B common stock is currently controlled by David and Jacqueline Parker. Each share of Class B common stock is convertible into the same number of shares of Class A common stock (i) at any time at the election of the holder and (ii) automatically upon transfer to any person other than members of Mr. and Mrs. Parker's immediate family. As of November 5, 2025, there were 20,347,178 shares of Class A common stock and 4,700,000 shares of Class B common stock outstanding (according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2025). The percentage indicated is based upon 25,847,178 shares outstanding as of November 5, 2025, which includes the 800,000 options to purchase Class A common stock held by Mr. Parker and the 4,700,000 shares of Class B common stock convertible into an equal number of shares of Class A common stock. As a result of the two-class structure, and including the unexercised options to purchase Class A common stock, Mr. and Mrs. Parker may be deemed to control stock possessing approximately 41.1% of the voting power of all outstanding Issuer stock. | |
| (b) | The Reporting Persons may be deemed to have the sole power to vote and dispose of the 7,852,085 shares of common stock of the Issuer for which beneficial ownership is reported. | |
| (c) | On February 12, 2026, the Reporting Persons sold 16,230 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.3587, with a range of prices per share from $28.70 to $29.4125, inclusive. On February 12, 2026, the Reporting Persons sold 2,770 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $27.7552, with a range of prices per share from $27.42 to $28.405, inclusive. On February 12, 2026, the Reporting Persons sold 1,000 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $27.0203, with a range of prices per share from $26.90 to $27.36, inclusive. On February 13, 2026, the Reporting Persons sold 15,000 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $28.4607, with a range of prices per share from $28.05 to $28.71, inclusive. On February 17, 2026, the Reporting Persons sold 96,333 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.6985, with a range of prices per share from $29.00 to $29.99, inclusive. On February 17, 2026, the Reporting Persons sold 3,667 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $28.8467, with a range of prices per share from $28.80 to $28.93, inclusive. On February 18, 2026, the Reporting Persons sold 65,000 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.3389, with a range of prices per share from $29.03 to $29.90, inclusive. On February 19, 2026, the Reporting Persons sold 55,000 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.3821, with a range of prices per share from $29.295 to $29.75, inclusive. On February 20, 2026, the Reporting Persons sold 12,452 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $29.4714, with a range of prices per share from $29.175 to $30.17, inclusive. On February 20, 2026, the Reporting Persons sold 17,948 shares of Class A common stock held by Mr. and Mrs. Parker as JTWROS in the open market at a weighted average price per share of $28.9789, with a range of prices per share from $28.73 to $29.17, inclusive. The Reporting Persons undertake to provide, upon request by the SEC staff, the Issuer, or a stockholder of the Issuer, full information regarding the number of shares sold at each price. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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