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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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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, Esq. 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) |
02/09/2026 (Date of Event Which Requires Filing of This Statement) |
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) | ||||||||
| 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
8,137,489.00 | ||||||||
| 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)
31.5 % | ||||||||
| 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. 11 (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 4. | Purpose of Transaction | |
On February 9, 2026, the Reporting Persons announced through a Form 8-K filed by the Issuer that they intend to dispose of shares of Class A common stock with a value of approximately $15 million at recent trading prices in open market and charitable gift transactions. The Reporting Persons have not adopted a Rule 10b5-1 plan. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of February 11, 2026, the Reporting Persons may be deemed to be the beneficial owner (pursuant to Rule 13d-3) of an aggregate of 8,137,489 shares of common stock, representing approximately 31.5% of the issued and outstanding shares of common stock of the Issuer, comprised of (i) 2,332,944 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) 76,673 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 9, 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, Rachel Parker-Hatchett, or Jonathan Parker. 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, Mr. and Mrs. Parker control stock possessing approximately 42.0% of the voting power of all outstanding Issuer stock. | |
| (b) | The Reporting Persons have the sole power to vote and dispose of the 8,137,489 shares of common stock of the Issuer for which beneficial ownership is reported. | |
| (c) | On February 9, 2026, the Reporting Persons sold 56,000 shares of Class A common stock held by Mr. Parker in the open market at a weighted average price per share of $28.6561, with a range of prices per share from $28.52 to $28.775, inclusive. On February 10, 2026, the Reporting Persons sold 50,000 shares of Class A common stock held by Mr. Parker in the open market at a weighted average price per share of $29.2293, with a range of prices per share from $28.70 to $29.69, inclusive. On February 10, 2026, the Reporting Persons sold 15,202 shares of Class A common stock held by Mr. Parker in the open market at a weighted average price per share of $28.6120, with a range of prices per share from $28.605 to $28.69, inclusive. On February 10, 2026, the Reporting Persons sold 4,798 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 $28.5651, with a range of prices per share from $28.55 to $28.605, inclusive. On February 11, 2026, the Reporting Persons sold 16,693 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 $29.4186, with a range of prices per share from $29.28 to $30.27, inclusive. On February 11, 2026, the Reporting Persons sold 10,707 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 $29.2279, with a range of prices per share from $29.13 to $29.27, 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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