UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ______________
Commission file number 001-42192
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A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
COVENANT TRANSPORTATION GROUP
401(k) & PROFIT SHARING PLAN
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B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
400 Birmingham Highway
Chattanooga, Tennessee 37419
COVENANT TRANSPORTATION GROUP 401(k)
& PROFIT SHARING PLAN
Table of Contents
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Page |
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Report of Independent Registered Public Accounting Firm |
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Financial Statements |
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Statements of Net Assets Available for Benefits as of December 31, 2025 and 2024 |
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Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2025 |
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Notes to Financial Statements |
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Supplemental Schedule |
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2025 |
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Exhibit |
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm – Coulter & Justus, P.C |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator and Plan Participants
Covenant Transportation Group 401(k) & Profit Sharing Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Covenant Transportation Group 401(k) & Profit Sharing Plan (the “Plan”) as of December 31, 2025 and 2024, the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes and schedule (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2025 and 2024, and the changes in net assets available for benefits for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2025 has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Coulter & Justus, P.C.
We have served as the Plan’s auditor since 2020.
June 29, 2026
Knoxville, Tennessee
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Statements of Net Assets Available for Benefits |
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December 31, 2025 and 2024 |
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2025 |
2024 |
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Assets: |
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Non-interest bearing cash |
$ | $ | ||||||
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Investments, at fair value |
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Notes receivable from participants |
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Participants’ contribution receivable |
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Company contribution receivable |
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Other receivable |
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Total assets |
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Liabilities: |
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Excess contributions payable |
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Net assets available for benefits |
$ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
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Statement of Changes in Net Assets Available for Benefits |
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Year Ended December 31, 2025 |
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Additions: |
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Investment income: |
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Interest and dividends |
$ | |||
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Net appreciation in fair value of investments |
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Net investment gain |
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Interest on notes receivable from participants |
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Contributions from participants |
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Rollovers from participants |
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Contributions from Company |
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Total additions |
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Deductions: |
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Participants’ benefit payments |
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Administrative fees |
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Total deductions |
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Net increase in net assets available for benefits |
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Net assets available for benefits at beginning of year |
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Net assets available for benefits at end of year |
$ |
The accompanying notes are an integral part of these financial statements.
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(1) |
Summary of Significant Accounting Policies |
The following is a summary of significant accounting policies followed by the Covenant Transportation Group 401(k) & Profit Sharing Plan (the “Plan”), in preparing its financial statements:
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(a) |
Basis of Presentation |
The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in those net assets.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
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(b) |
Investments and Investment Income |
Investments in cash, mutual funds, common stock, and the collective trust funds are stated at fair value.
Realized and unrealized gains and losses are included in net appreciation in fair value of investments in the statement of changes in net assets available for benefits. Purchases and sales of securities are recorded on a trade date basis. Dividends are recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
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(c) |
Notes Receivable from Participants |
The Plan records participant loans as notes receivable from participants. They are valued at the unpaid principal balances plus accrued interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the plan document.
Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. allowance for credit losses was recorded as of December 31, 2025 or 2024.
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(d) |
Events Occurring after Report Date |
Plan management has evaluated events and transactions that occurred between December 31, 2025 and the issuance of the report for possible recognition or disclosure in the financial statements.
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(2) |
Description of the Plan |
The following description of the Plan provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions.
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(a) |
General |
The Plan is a defined contribution plan that covers substantially all employees of Covenant Logistics Group, Inc., and certain subsidiaries (collectively, the “Company”). The Plan provides for retirement savings to qualified active participants through both participant and Company contributions and is subject to certain provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees are eligible to participate in the Plan at the beginning of a calendar month after the completion of six months of service. The Plan does not include auto enrollment.
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(b) |
Contributions |
Contributions to the Plan may be made by both participants and the Company. Participants may contribute both pre-tax and after-tax Roth contributions up to a maximum of
Contributions receivable are stated at the amount that Plan management expects to collect from outstanding balances less an allowance for expected credit losses. The expected credit losses amount reflects Plan management's best estimate of amounts that will not be collected, which considers historical experience, current conditions, and reasonable and supportable forecasts.
Plan management has concluded that no allowance for current expected credit losses is necessary as of December 31, 2025 or 2024.
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(c) |
Participant Accounts |
The plan document requires that the assets of the Plan be accounted for separately as to participant and Company contributions and valued daily, allocating to each participant his or her share of income and losses. Company voluntary contributions are allocated to all eligible participants based on the participants’ contributions for the period. Participant accounts may be invested in one or more of the investment funds available under the Plan at the direction of the participant. As of December 31, 2025, there are various mutual fund and collective trust fund options as well as the Covenant Transportation Group, Inc. 401(k) Unitized Stock Fund (“Unitized CVTI Fund”) option.
The Unitized CVTI Fund invests principally in the common stock of Covenant Logistics Group, Inc. and holds cash or liquid short term investments to allow participants to buy or sell units in the fund without the usual trade period for stock transactions. Typically, the Unitized CVTI Fund holds three percent of its value in cash or liquid short-term investments. Participants may elect to transfer all or a portion of their balances in the Unitized CVTI Fund to any of the various fund alternatives at any time. Each participant is entitled to exercise voting rights attributable to the Company common stock allocated to his or her account and is notified by the State Street Bank & Trust Company (the “Trustee”) prior to the time that such rights are to be exercised.
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(d) |
Notes Receivable from Participants |
Subject to approval, a participant can secure a loan from the Plan against his/her account balance for a minimum of $
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(e) |
Payment of Benefits |
Upon retirement, death, disability, or termination of service, a participant (or participant’s beneficiary in the event of death) may elect to receive a lump-sum distribution equal to the value of the participant’s vested account balance.
Benefits are recorded when paid.
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(f) |
Hardship Withdrawals |
The Plan permits distributions in the event of a hardship once a participant furnishes proof of hardship, as defined in the plan agreement. These distributions are taxable and subject to a tax penalty equal to
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(g) |
Vesting |
Participants are immediately vested in their contributions and the investment earnings (losses) thereon. Participants vest
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(h) |
Forfeited Accounts |
Amounts forfeited by participants who terminate from the Plan prior to being 100% vested are applied first, to restore participant accounts when a participant is rehired after a break in service, as defined in the plan document, then to pay plan expenses or to reduce subsequent Company contributions to the Plan. Participants forfeited $
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(i) |
Excess Contributions Payable |
Amounts payable to participants totaling $
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(j) |
Administrative Expenses |
Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. Plan service fees (Note 3), participant account maintenance charges, and fees related to the processing of distributions and the administration of notes receivable from participants are charged directly to the respective participants’ accounts and are included in administrative expenses.
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(k) |
Plan Termination |
While it is the Company’s intention to continue the Plan, the Company has the right under the Plan Document to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA and the plan agreement. In the event of the Plan’s termination, participants will become
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(3) |
Transactions with Parties-In-Interest |
At December 31, 2025 and 2024, the Plan held investments in bank accounts, collective trust funds, and money market accounts sponsored by the Trustee or affiliated entities with fair values totaling $
Transamerica Retirement Solutions Corporation (TRSC) provides certain administrative services for the Plan pursuant to a Pension Services Agreement (“Agreement”). TRSC receives revenue from investment plan service fees charged to participants’ accounts as specified in the Agreement. This revenue is used to offset certain amounts owed to TRSC for its administrative services to the Plan (i.e. required revenue). Any excess of the plan service fees above the required revenue, as defined in the Agreement, is held in an unallocated Expense Budget Account and may be used to pay other plan related expenses approved by the Company’s management or can be allocated to participants at the end of the year at the discretion of the Company’s management.
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(4) |
Fair Value Measurements |
Fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, fair value accounting standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data. The three levels of the fair value hierarchy are described below:
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Level 1 |
- Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access. |
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Level 2 |
- Inputs to the valuation methodology include: |
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- Quoted prices for similar assets or liabilities in active markets; |
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- Quoted prices for identical or similar assets or liabilities in inactive markets; |
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- Inputs other than quoted prices that are observable for the asset or liability; and |
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- Inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
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- If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. |
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Level 3 |
- Inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The following is a description of the valuation methodologies used for asset measurement measured at fair value. There have been no changes in the methodologies used at December 31, 2025 and 2024.
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(i) |
Cash: |
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(ii) |
Mutual funds: |
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(iii) |
Unitized stock fund: The unit values of the fund were $ |
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan's management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2025 and 2024:
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Fair value Measurements as of |
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December 31, 2025 |
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Total |
Level 1 |
Level 2 |
Level 3 |
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Cash |
$ | $ | $ | $ | ||||||||||||
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Mutual funds |
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Unitized CVTI fund |
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Total assets in the fair value hierarchy |
$ | $ | $ | |||||||||||||
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Investments measured at NAV as a practical expedient (a) |
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Total investments at fair value |
$ | |||||||||||||||
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Fair value Measurements as of |
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December 31, 2024 |
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Total |
Level 1 |
Level 2 |
Level 3 |
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Cash |
$ | $ | $ | $ | ||||||||||||
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Mutual funds |
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Unitized CVTI fund |
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Total assets in the fair value hierarchy |
$ | $ | $ | |||||||||||||
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Investments measured at NAV as a practical expedient (a) |
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Total investments at fair value |
$ | |||||||||||||||
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(a) |
The following table summarizes investments for which the fair value is measured using the NAV per share practical expedient as of December 31, 2025 and 2024, respectively.
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Description |
Fair Value December 31, 2025 |
Fair Value December 31, 2024 |
Unfunded Commitments |
Redemption Frequency (if Currently Eligible) |
Redemption Notice Period |
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Collective Trust Fund |
$ | $ | N/A |
Daily |
None |
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(5) |
Income Tax Status |
The Company adopted a volume submitter plan, which received a favorable opinion letter from the IRS on
U.S. GAAP requires plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
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(6) |
Risks and Uncertainties |
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market volatility and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements and supplemental schedule.
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(7) |
Subsequent Events |
Plan management has evaluated the effects of events that have occurred subsequent to December 31, 2025 through the issuance of these financial statements and have identified no subsequent events which require reporting or disclosure in these financial statements.
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EIN |
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(Held at End of Year) |
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December 31, 2025 |
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(a) |
(b) Similar Party |
(c) Rate of Interest, Par or Maturity Value |
(e) |
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Cash Reserve Account |
$ | ||||
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Covenant Stock Fund |
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American Funds Capital World G/I R6 |
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BNY Mellon Glbl Fixed Inc Y |
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Fidelity 500 Index |
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Hartford Schroders Emerg Mkt Eq Y |
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JPMorgan Mid Cap Val R6 |
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Macquarie Small Cap Val R6 |
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PGIM High Yield R6 |
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T. Rowe Price Intgrtd US Sm-cp Gr Eq I |
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Mutual Fund Total |
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BNYM Mellon SL Mid Cap Stock Index Instl |
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BNYM Mellon SL Small Cap 600 Stock Index Instl |
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ClearBridge Large Cap Growth Class MSG |
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Federated Hermes Total Return Bond Class MS |
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Great Gray Trust Capital Group 2010 MS |
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Great Gray Trust Capital Group 2015 MS |
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Great Gray Trust Capital Group 2020 MS |
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Great Gray Trust Capital Group 2025 MS |
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Great Gray Trust Capital Group 2030 MS |
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Great Gray Trust Capital Group 2035 MS |
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Great Gray Trust Capital Group 2040 MS |
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Great Gray Trust Capital Group 2045 MS |
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Great Gray Trust Capital Group 2050 MS |
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Great Gray Trust Capital Group 2055 MS |
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Great Gray Trust Capital Group 2060 MS |
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Great Gray Trust Capital Group 2065 MS |
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Great Gray Trust Capital Group 2070 MS |
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Janus Henderson Enterprise MS |
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Putnam Large Cap Value Trust II Class MSG |
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Putnam Stable Val (25) |
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Schroder Intl Alpha Trust H1 |
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State St Gl All cp Ex US Idx Cl II |
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State Street U.S. Bd Idx Cl XIV |
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Collective Trust Funds Total |
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Participant loans |
Notes Receivable with interest rates of |
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TOTAL |
$ | ||||||
*Indicates Party-In-Interest to the Plan.
Note: Cost information has not been included in column (d) because all investments are participant directed.
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
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COVENANT TRANSPORTATION GROUP 401(K) & PROFIT SHARING PLAN |
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By: |
Covenant Transport, LLC, |
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Plan Administrator |
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Dated: June 29, 2026 |
By: |
/s/ M. Paul Bunn |
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M. Paul Bunn, |
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President and Secretary on behalf of Covenant Transport, LLC |
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INDEX TO EXHIBITS
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Exhibit Number |
Description of Exhibit |
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Consent of Independent Registered Public Accounting Firm – Coulter & Justus, P.C. |
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