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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Emerging growth company
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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. [ ]
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Item 7.01
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Regulation FD Disclosure.
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On August 17, 2022, Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), announced that the Company has agreed to sell a California
terminal for approximately $44.0 million in cash net of transaction costs. The buyer has paid a $2.0 million deposit on the property that is non-refundable, subject to limited exceptions. The transaction is expected to close by
the end of the third quarter, subject to customary conditions. The Company expects to record a pretax gain on sale of property of approximately $37.5 million. The Company anticipates relocating personnel and equipment to other
locations and lowering operating expenses associated with Southern California by approximately $500,000 annually with no disruption in service.
A copy of the press release announcing the terminal sale is attached to this report as Exhibit 99.1.
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Item 8.01
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Other Events.
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On August 17, 2022, the Board of Directors of the Company (the “Board”) declared a quarterly cash dividend of $0.08 per share of Class A and Class B
common stock. The quarterly cash dividend is pursuant to a quarterly cash dividend program previously approved by the Board. The dividend is payable to stockholders of record on September 2, 2022 and is expected to be paid on
September 30, 2022.
A copy of the press release announcing the declaration of the dividend is attached to this report as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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Covenant Logistics Group, Inc. press release announcing a new agreement to sell excess real estate and quarterly cash dividend.
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104
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Cover Page Interactive Data File.
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The information contained in Items 7.01 and, with respect to the terminal sale described therein, 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.
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The information in Items 7.01, 8.01, 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.
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COVENANT LOGISTICS GROUP, INC.
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(Registrant)
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Date: August 18, 2022
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By:
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/s/ James S. Grant
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James S. Grant
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Executive Vice President and Chief Financial Officer
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