COVENANT LOGISTICS GROUP, INC. Stock Compensation Disclosure
| 4. | STOCK-BASED COMPENSATION |
Our Third Amended and Restated 2006 Omnibus Incentive Plan, as amended (the "Incentive Plan") governs the issuance of equity awards and other incentive compensation to management and members of the Board of Directors (the "Board"). On May 17, 2023, the stockholders, upon recommendation of the Board, approved the Third Amendment (the “Third Amendment”) to our Third Amended and Restated 2006 Omnibus Incentive Plan (the "Incentive Plan"). The Third Amendment (i) increased the number of shares of Class A common stock available for issuance under the Incentive Plan by an additional 1,150,000 shares, (ii) re-set the term of the plan to expire on May 1, 2033, and (iii) made other miscellaneous, administrative and conforming changes as necessary. The Incentive Plan includes (i) a fungible share reserve feature, under which shares subject to stock options and stock appreciation rights will be counted as share for every share granted and shares subject to all other awards will be counted as 1.80 shares for every share granted, (ii) a double-trigger vesting requirement upon a change in control, and (iii) a maximum award granted or payable to any one participant under the Incentive Plan for a calendar year of 1,000,000 shares of Class A common stock or $4,000,000, in the event the award is paid in cash.
The Incentive Plan permits annual awards of shares of our Class A common stock to executives, other key employees, non-employee directors, and eligible participants under various types of options, restricted share awards, or other equity instruments. At December 31, 2025, 1,836,598 shares were available for award under the Incentive Plan. No awards may be made under the Incentive Plan after May 1, 2033. To the extent available, we have issued treasury stock to satisfy all share-based incentive plans.
Included in salaries, wages, and related expenses within the consolidated statements of operations is stock-based compensation expense of $2.8 million, $2.9 million, and $6.5 million in 2025, 2024, and 2023, respectively. Included in general supplies and expenses within the consolidated statements of operations is stock-based compensation expense for non-employee directors of $0.8 million, $0.8 million, and $0.6 million in 2025, 2024, and 2023, respectively. All the stock compensation expense recorded in 2025, 2024, and 2023 relates to restricted shares granted, other than $0.0 million, $0.6 million, and $3.9 million in 2025, 2024, and 2023, respectively, which relates to stock options. Associated with stock compensation expense was $0.2 million, $0.4 million, and $2.2 million of income tax benefit in 2025, 2024, and 2023, respectively, related to the exercise of restricted share vesting. We received $0.4 million, $1.8 million, and $0.2 million related to the exercise of stock options during 2025, 2024, and 2023. Associated with the exercise of stock options during 2025, 2024, and 2023 was $0.1 million, $0.8 million, and $0.1 million of income tax benefit, respectively. Forfeitures are recognized as they're incurred.
The Incentive Plan allows participants to pay the federal and state minimum statutory tax withholding requirements related to awards that vest or allows the participant to deliver to us shares of Class A common stock having a fair market value equal to the minimum amount of such required withholding taxes. To satisfy withholding requirements for shares that vested, certain participants elected to deliver to us 56,090, 33,286, and 229,656 Class A common stock shares, which were withheld at weighted average per share prices of $24.90, $26.16, and $20.86, respectively, based on the closing prices of our Class A common stock on the dates the shares vested in 2025, 2024, and 2023, respectively, in lieu of the federal and state minimum statutory tax withholding requirements. We remitted $1.4 million, $0.9 million, and $4.8 million in 2025, 2024, and 2023, respectively, to the proper taxing authorities in satisfaction of the employees' minimum statutory withholding requirements. The payment of minimum tax withholdings on stock compensation are reflected within the issuances of restricted shares from treasury stock in the accompanying consolidated statement of stockholders' equity.
The following table summarizes our restricted share award activity for the fiscal years ended December 31, 2025, 2024, and 2023:
| Number of stock awards (in thousands) | Weighted average grant date fair value | |||||||
| Unvested at December 31, 2022 | 978 | $ | 9.56 | |||||
| Granted | 196 | $ | 19.36 | |||||
| Vested | (706 | ) | $ | 9.24 | ||||
| Forfeited | - | $ | - | |||||
| Unvested at December 31, 2023 | 468 | $ | 14.60 | |||||
| Granted | 243 | $ | 23.80 | |||||
| Vested | (142 | ) | $ | 15.14 | ||||
| Forfeited | (77 | ) | $ | 11.09 | ||||
| Unvested at December 31, 2024 | 492 | $ | 19.55 | |||||
| Granted | 180 | $ | 23.05 | |||||
| Vested | (192 | ) | $ | 19.63 | ||||
| Forfeited | (53 | ) | $ | 18.12 | ||||
| Unvested at December 31, 2025 | 427 | $ | 21.17 | |||||
The unvested shares at December 31, 2025 will vest based on when and if the related vesting criteria are met for each award. All awards require continued service to vest. Unrecognized compensation expense for outstanding shares was $4.8 million as of December 31, 2025, which is probable to be recognized over a weighted average period of approximately 2.1 years. The fair value of restricted share awards that vested in 2025, 2024, and 2023 was approximately $3.8 million, $2.2 million, and $6.3 million respectively.
The following table summarizes our stock option activity for the fiscal year ended December 31, 2025, 2024, and 2023:
| Number of options (in thousands) | Weighted average exercise price | Weighted average grant date fair value | Weighted average remaining contractual term | Aggregate intrinsic value (in thousands) | |||||||||||||
| Outstanding at December 31, 2022 | 2,174 | $ | 9.02 | $ | 4.20 |
| $ | 17,968 | |||||||||
| Options granted | - | $ | - | $ | - | ||||||||||||
| Options exercised | (30 | ) | $ | 7.89 | $ | 2.45 | |||||||||||
| Options forfeited | - | $ | - | $ | - | ||||||||||||
| Outstanding at December 31, 2023 | 2,144 | $ | 9.04 | $ | 4.22 |
| $ | 29,978 | |||||||||
| Options granted | - | $ | - | $ | - | ||||||||||||
| Options exercised | (223 | ) | $ | 7.89 | $ | 3.86 | |||||||||||
| Options forfeited | - | $ | - | $ | - | ||||||||||||
| Outstanding at December 31, 2024 | 1,921 | $ | 9.17 | $ | 4.26 |
| $ | 34,732 | |||||||||
| Options granted | - | $ | - | $ | - | ||||||||||||
| Options exercised | (51 | ) | $ | - | $ | 3.24 | |||||||||||
| Options forfeited | - | $ | - | $ | - | ||||||||||||
| Outstanding at December 31, 2025 | 1,870 | $ | 9.20 | $ | 4.29 |
| $ | 24,007 | |||||||||
| Exercisable at December 31, 2025 | 1,870 | $ | 9.20 | $ | 4.29 |
| $ | 24,007 | |||||||||
There was no unrecognized compensation cost for outstanding options at December 31, 2025.
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About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.