CVTI Covenant Transportation Group Inc

Item 7.01

Regulation FD Disclosure.

On February 10, 2022, Covenant Logistics Group, Inc., a Nevada corporation (the “Company”), issued a press release announcing that the Board of Directors (the “Board”) of the Company approved a stock repurchase program authorizing the purchase of up to $30 million of the Company’s Class A common stock from time-to-time based upon market conditions and other factors.  The stock may be repurchased on the open market or in privately negotiated transactions.  In conjunction, the Company adopted a Rule 10b5-1 plan with defined trading parameters that will be executed by the program administrator consistent with the plan and Rule 10b-18.  The plan will commence in February of 2022 and expires August 31, 2022.

 

The stock repurchase program does not obligate the Company to repurchase any specific number of shares and the Company may suspend or terminate the program at any time without prior notice.

 

A copy of the press release announcing the stock repurchase program is attached to this report as Exhibit 99.1.

Item 8.01

Other Events.

On February 9, 2022, the Company acquired 100% of the equity interests of AAT Carriers, Inc., a Tennessee corporation, which specializes in highly regulated, time-sensitive loads for the U.S. government.  For 2021, the acquired business generated approximately $25 million in revenue and the total purchase price, including any earnout achieved, is expected to range from $35 million to $55 million depending on the results achieved by the acquired business.  A copy of the press release announcing the acquisition is attached hereto 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 dated February 10, 2022, announcing its stock repurchase program and acquisition of AAT Carriers.

104

Cover Page Interactive Data File.

The information contained in Items 7.01 and, with respect to the stock repurchase program described therein, 9.01 of this Current Report and the exhibits 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 7.01, 8.01 and 9.01 of this report and the exhibits hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, as amended, 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 paragraphs 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.