Covenant Logistics Group Q4 2025 Earnings Call - Market at equilibrium as Covenant trims fleet, aims to rebuild margins

Ross, Conference Call Operator: Welcome to today’s Covenant Logistics Group Q4 2025 earnings release and investor conference call. Our host for today’s call is Tripp Grant. At this time, all participants will be in a listen-only mode. Later, we will conduct a question-and-answer session. I will now turn the call over to your host. Mr. Grant, you may begin.

Tripp Grant, CFO, Covenant Logistics Group: Yeah, thank you, Ross. Good morning, everyone, and welcome to the Covenant Logistics Group fourth quarter 2025 conference call. As a reminder, this call will contain forward-looking statements under the Private Securities Litigation Reform Act, which are subject to risks and uncertainties that could cause actual results to differ materially. Please review our SEC filings and most recent risk factors. We undertake no obligation to publicly update or revise any forward-looking statements. Our prepared comments and additional financial information are available on our website at www.covenantlogistics.com/investors. Joining me today are CEO David Parker, President Paul Bunn, and COO Dustin Kehl. We’re going to modify our opening comments from the usual format and address three key areas before covering the usual statistical and segment information. One, our view on the freight market. Two, the equipment impairment charge and our capital plan.

Three, a small acquisition we made in the fourth quarter. The freight market. We believe the freight market continues to evolve towards equilibrium between shippers and carriers. In fact, we might be at equilibrium now. During the fourth quarter, spot rates rose meaningfully. Revenue trends during the first three weeks of January have meaningfully improved compared to the prior year in all business units. We are also experiencing a sharp increase in bid activity with shippers who are interested in securing capacity contractually. Currently, we have also secured a few low to mid-single-digit rate increases that take effect during the first quarter within our expedited fleet and anticipate additional increases across both expedited and dedicated to take effect early in the second quarter.

Based on regulatory changes, cost inflation, and the amount of insurance and claims risk inherent in the industry, we would not be surprised for industry-wide driver and truck capacity to continue to decline, perhaps materially. At the same time, most trucking cycles are led by demand. In our view, inventory restocking, tax stimulus, and corporate earnings are biased in favor of improved demand. Equipment charge and capital plan. Operating a safe, fuel-efficient, late-model fleet requires constant cycling of equipment to keep operating costs down and driver satisfaction up. With intentional fleet reductions and declining used equipment values in 2025, we deferred some trades, stacked up deliveries, and have too much underutilized equipment. To improve our operations and balance sheet, we have moved a group of assets to held-for-sale status and lowered our expectation on disposition prices.

Since our current size asset-based fleet is not generating the desired return on capital, we will not replace all the units disposed. We expect a modestly smaller fleet at the end of 2026 and only $40 million-$50 million of net CapEx for the year. Within our asset-based fleets, we expect the agricultural-related business within our dedicated segment to grow and the other fleets serving more commoditized freight to shrink or remain stable through our weed and feed approach. Overall, our goal is to reduce balance sheet leverage and improve return on capital. The acquisition. During the fourth quarter, we acquired the assets of a small truckload brokerage company.

The business, which we will operate under the name Star Logistics Solutions, has two niche customer bases: state and federal government emergency management departments, which represents an episodic and highly profitable disaster response capability that scales quickly to address hurricanes and other natural disasters. And two, high-service consumer packaged goods companies, which affords leverage to general commodity freight market cycles that our asset-based truckload operations lack. With synergies, we expect Star to be accretive to earnings during the first half of 2026. With that background, I will move on to the quarter’s statistical review. Year-over-year highlights for the quarter include: consolidated freight revenue increased by 7.8% or approximately $19.5 million to $270.6 million.

Consolidated adjusted operating income shrank by 39.4% to $10.9 million, primarily as a result of margin compression in our Expedited, Managed Freight, and Warehousing segments, partially offset with improvement to dedicated operating income within our Dedicated segment. Our net indebtedness as of December 31 increased by $76.9 million to $296.6 million compared to December 31, 2024, yielding an adjusted leverage ratio of approximately 2.3 times and debt-to-capital ratio of 42.3%, as a result of executing our share repurchase program and acquisition-related payments.

The average age of our tractors at December 31st increased to 24 months, compared to 20 months a year ago, as a result of year-over-year reductions to our high-mileage expedited fleet and growth in our less capital-intensive dedicated fleet.... On an adjusted basis, return on average invested capital was 5.6% versus 8.1% in the prior year. Now, providing a little more color on the performance of the individual business segments. The expedited segment reported an adjusted operating ratio of 97.2% for the quarter, a performance that did not meet our expectations, even in light of a softer freight environment. Results were partially impacted by the U.S. Government shutdown, which persisted for nearly half the quarter. Despite these external challenges, the segment did not perform to our operational standards.

Accordingly, we will continue our disciplined approach to fleet optimization by reducing fleet size and focusing on higher yield freight. Looking ahead, we anticipate fleet capacity will adjust modestly in response to market conditions. As the market improves, our strategic priorities remain enhancing margins through targeted rate increases, exiting less profitable business, and onboarding more profitable opportunities. Dedicated’s 92.2 adjusted operating ratio was the best for any quarter during the year. We were pleased by how this segment improved its results each quarter throughout the year and are excited about the momentum we are taking with us into 2026. Dedicated grew the fleet by 90 average tractors, or approximately 6.3% compared to the prior year, as we have continued to win new business and specialize in high-service niches within that segment.

Going forward, we plan to focus our efforts on continuing to grow these high-service niches and reduce certain of our fleet that is exposed to more commoditized end markets where returns are not justified. Managed freight experienced a significant improvement to freight revenue in the quarter as a result of the Star Logistics Solutions acquisition that occurred in October, but margins were compressed as a result of the growing cost to secure quality brokerage capacity. Over the longer term, our strategy is to grow and diversify this segment. Given the asset-light nature of this business, we note that an operating margin in the mid-single digits generates an acceptable return on capital, given the asset-light nature of this segment.

During the quarter, our warehousing segment successfully launched operations with a key new customer, resulting in a 4.6% increase in freight revenue, or $1.1 million compared to the same period last year. However, adjusted operating income declined by $1.6 million, primarily due to increased startup costs and operational inefficiencies associated with onboarding the new customer, as well as higher labor expenses, including overtime at other warehouse locations to manage peak volume demands. Looking ahead, we remain committed to driving organic growth within this segment and are focused on enhancing our operating income margin with a target of reaching high single digits. Our minority investment in Tell contributed pretax net income of $3.1 million for the quarter, compared to $3 million in the prior year period.

The impact of compressed leasing margins, soft used equipment market, and incremental bad debt expense in the quarter placed continued pressure on Tell’s pretax net income. Although Tell’s overall business and balance sheet remain strong, exiting capacity from the general freight environment is expected to continue to impact them over the short term. Regarding our outlook for the future, we remain optimistic about improving freight fundamentals, our ability to be more efficient with our equipment, and capture operating leverage and improve financial results in 2026. The improvements are likely to come later in the year, with the first quarter being impacted by seasonality, extreme weather, a still-developing freight market situation, a potential margin squeeze in Managed Freight. The last few years have been characterized by acquisitions, dispositions, and share buybacks as we have revamped the company.

We have a stronger, more stable business and have recently added a piece that restores a measure of freight cycle upside. 2026 is all about execution, and we are hard at work to get that done. Thank you for your time, and we will now open the call for any questions.

Ross, Conference Call Operator: If you would like to ask a question, please press star one on your telephone keypad now. You will be placed into the queue in the order received. Please be prepared to ask your question when prompted. Once again, if you would like to ask a question, please press star one on your phone now. Our first question comes from Jason Seidel from TD Cowen. Please go ahead, Jason.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Thank you, operator. Good morning, guys. Appreciate the time. I guess my first question is, you know, you mentioned, you know, in your expedited segment, you’re getting, you know, low to mid-single digit price increases that are pushing through. Is that the average now, or is that just you’re starting to see a few of those roll through? And I guess, what are your expectations as we move through the bid cycle?

Tripp Grant, CFO, Covenant Logistics Group: Jason, it’s David. Yeah, it’s both. The answer is both, and that is, is that, it is the average is kind of around that 3.5% number for the first three weeks of January. And so it is, it is something that’s continuing to build some momentum. And so far, I will tell you that I’m not disappointed in how the conversations are going.

David Parker, CEO, Covenant Logistics Group: You know, I’m not ready to say that the number’s gonna be 3.5 for all over, but the customers are very open. I mean, I think the customers realize that the industry, you know, has done horrible on rates for the last 4 years, and maybe there’s some pity out there from our customers. So, I’m pretty optimistic about what the opportunities are on rates, and I can only tell you that as it starts, and depending upon what the economy does, will depend upon what how the numbers end up being. Because if we get 3.5 now. And we’re being very upfront with our customers. We’re being very upfront, very, you know, good conversations. But hopefully, we can go back in June, those kind of things.

And so, that is where we’re at for the first three weeks, and we still got a ways to go to be able to say this is a trend, but I like the first three weeks of what we’ve done.

Tripp, CFO, Covenant Logistics Group: Yeah.

David Parker, CEO, Covenant Logistics Group: And I would add to that. I mean, I would add a little bit to that on the rates from existing customers is one thing, but we’re also starting to win business at higher rates. And you know, one of our themes for this quarter has been capital allocations, and I think we’re gonna have some opportunities to redistribute capital to some of this newer, higher-performing businesses with customers that perhaps we can’t get the appropriate rate with. So, you know, it’s not just pure rate on existing customers. I think that, you know, one of the bright sides of what we’re seeing, and we said in the release or the opening comments, was that we are starting to win business at pretty decent price. You go back 12 months ago. Yeah ...

To win business, you were having to price it at a break-even or a slight loss just to win anything. Yeah, I agree, Tripp. A year, a year ago, 24 months ago, new business was coming in at even to less. Now, new business, all new business can replace business that’s less profitable.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Now, it feels like there’s a lot more bids now than there was, let’s say, a year ago in the marketplace.

David Parker, CEO, Covenant Logistics Group: Yeah.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Are people just trying to pull forward the bid because they’re worried about maybe how the supply-demand market’s gonna look for truckload, call it six months from now?

David Parker, CEO, Covenant Logistics Group: Yeah, it’s both of those, Jason. That... You know, our bids in the month of January are up 33%. Over fourth quarter, up 33%. And you know, that is something that is twofold. One, they’re trying to get ahead of it, and that’s okay. I don’t blame them. I’d be doing the same thing. They’re trying to get ahead of it, as well as a lot of these bids that we’re getting are brand-new customers. And so they are. They don’t like what they’re seeing or, one, they’re... I believe what I am sensing, Jason, three weeks into it, is that they’re concerned about capacity.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Right

David Parker, CEO, Covenant Logistics Group: ... so those are the two things that I look at as it relates to the bids. Here, here’s what I’d say: They’re concerned about capacity, and I will tell you, cargo theft has ticked up a little bit in the last 4 or 5 months. You know, it was really bad in 2023, early 2024. A lot of people did a lot of things, and what I’m seeing people say, especially, "I need a high-value program. I need assets." More in the past 6-8 weeks than in the last 6-8 months or 16 months.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): That’s great color. I got two more quick ones, and I’ll turn it over to the next person here. On the warehousing side, it seems like your, you know, revenue’s up, obviously, profit’s not, but it’s-

David Parker, CEO, Covenant Logistics Group: Yeah

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): ... there were some startup costs. Should we expect that-

David Parker, CEO, Covenant Logistics Group: Yeah

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): ... sort of-

David Parker, CEO, Covenant Logistics Group: It’ll get better.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): It’ll get better?

David Parker, CEO, Covenant Logistics Group: Mm-hmm.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): My question in terms of the warehouse space bookings, it looks like Prologis had some positive commentary on that. I’m just wondering what you’re seeing out there in terms of the bookings, and then I got a balance sheet question after that.

David Parker, CEO, Covenant Logistics Group: Yeah, here, here’s what I’d say on the warehousing side, Jason. You know, everybody remembers it, 2021, 2022, tightest we’ve ever seen, a lot of overbuilding in the warehouse space, and then it’s been pretty loose, 2023, 2024, first part of 2025. And I’ll agree with you, it’s things are tighter now than they’ve been in the last 24 months from a warehousing standpoint, but nowhere near as tight as they were in 2021 and 2022. And to your first question, yes. You know, we took on two big accounts in 2025, and one of them was in November. It was the startup, and so that put a pretty good drag on the fourth quarter.

Here’s what I’d say: Q1 will be better than Q4, and Q2 of this year will be better than Q1. So it’ll, it’ll, it’ll incrementally get better every quarter.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): That makes sense. And then, and then, Tripp, you know, obviously, you guys just made a-

David Parker, CEO, Covenant Logistics Group: Yeah

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): ... an acquisition of a company that looks like it diversifies the business mix a bit, in terms of getting more governmental relief contracts and everything else. But how should we think about you guys going to market for the remainder of 2025, you know, given the balance sheet that you have now, and what’s your level of comfort in, you know, taking that leverage ratio up?

Tripp, CFO, Covenant Logistics Group: Yeah. I think you meant for 2026, but-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): ’26

Tripp, CFO, Covenant Logistics Group: ... you know, our first-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): I did. Sorry.

Tripp, CFO, Covenant Logistics Group: Yeah, that’s all right. I make that mistake often. So what I would say is, our leverage today after this acquisition is a little bit above where we would kind of want it longer term. We haven’t been public about a point or a range or anything, but we wanna be kind of moderately leveraged. And I think when you think about some of the excess equipment that we’ve got that hasn’t sold, that we expect to sell in the first quarter, the new acquisition that you know we got in October, I think that that pushes us to a point where I think we’ll start to see it improve. The leverage ratio improve, starting in the first quarter. I think it’ll improve sequentially with our capital plan.

You know, and I think about it like this, I mean, obviously, in our script and in our press release, we’re pretty optimistic about 2026. Future acquisitions require well, any acquisition requires a lot of work, and I think our priority for 2026 is gonna be to integrate what we got today with the Star acquisition, and prepare ourselves to take advantage for any opportunities that we get, which we’re already seeing. I think there will be more to come with this shift in the market.

I think there will be a lot of disruption with cost of capital deficiencies with other peers, and I think that we’re gonna be prime and ready to take advantage of new opportunities, bring on new business, and we’ve got to be prepared to move and allocate our capital as efficiently as we can. Doing an acquisition in 2026, in the midst of all this, could be, you know, beneficial long term, but I also think it creates a distraction. So our primary focuses are reducing our debt, providing flexibility, and taking advantage of this market swing as it develops.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Appreciate all that color, Tripp, and you guys try to stay warm out there.

Tripp, CFO, Covenant Logistics Group: All right.

Paul Bunn, President, Covenant Logistics Group: Thank you, Jason.

Ross, Conference Call Operator: Our next question comes from Jeff Kauffman from Vertical Research Partners. Please go ahead, Jeff.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Thank you very much. Good morning, everybody. A lot going on this quarter. Can you differentiate... And I appreciate your early comments on the equipment change, moving equipment to for-sale status, and then kind of taking an adjustment to what your expectation is for sale price. Is this going to lead to an unusually large loss on sale in the first quarter or an unusually large gain on sale as you get rid of some of this equipment?

Tripp, CFO, Covenant Logistics Group: No, Jeff, this is Tripp. I don’t think it’s gonna be a large loss or a large gain. What we did with that equipment is basically mark to market, which is an accounting requirement. As we pulled that equipment early and as it’s specialized, probably at a time when capacity’s coming out of the market and the market’s being flooded with excess used equipment, it’s just difficult. There’s not much of an appetite for used equipment. And so we marked it down to a number that we considered was fair value based on our channels of how we kind of dispose of our equipment. And I think that going forward in Q1, you know, we don’t depreciate our equipment down to taking losses historically or taking gains historically.

We try to do it to where that noise is pulled out of it, and so I would expect kind of status quo. From a go-forward depreciation standpoint, I would also kind of factor in flattish depreciation sequentially, you know, on an adjusted basis from Q4 to Q5. It’s been flat for pretty much, you know, all year long, and if you look at our gains and losses on sale of equipment throughout the year, I think we’re at almost a break even. We may have lost about $300,000. There are some things short term, where we may have to accelerate depreciation on some equipment coming out of service in 2026. We’re watching the market, but it’s a really hard thing to do because the market moves pretty quickly.

But overall, we’re gonna have fewer equipment sitting on the fence depreciating, too. So I think what you’re gonna have is a wash. But on a cents-per-mile basis, you may see a little bit of an increase, but on an absolute dollar basis, I think sequentially, you’ll see flat depreciation and no real big variance to gain loss in the quarter, next quarter.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Okay, question for Paul and David. Thank you, Tripp. So can you help us understand, I guess, two things. Number one, where should we be thinking about fleet count for expedited and dedicated, you know, post the 42 adjustments? And then, as we integrate Star into the new business, you know, not all of that’s gonna be managed freight, there’s gonna be an element of that that affects expedited. Will that require an equipment increase as a result of that? Kinda how should we think about the Star revenues basing across your divisions?

Paul Bunn, President, Covenant Logistics Group: Yeah, I would say on the Star revenue across the divisions, one, it won’t require any increase. We’ll be able to... You know, any of that business that flows over to the team side, we’ll be able to handle with the teams we have. And then, you know, I would say revenue in our brokerage space, you’ll remember we lost a customer, we disclosed in the third quarter. So I think our revenue in the kind of the managed freight space will be flat to up, you know, flat to up every quarter going forward, with the acquisition. As it relates to fleet count, you know, I think we’ll see, but I think your expedited count will kind of trend down slightly, you know, maybe 25 trucks a quarter-ish kind of numbers, as we try to optimize.

I mean, there’s some really good freight in there, and then there’s some freight that just-

David Parker, CEO, Covenant Logistics Group: ... doesn’t make sense for the capital that it takes to run the teams. Strategically, we’re trying to push that freight over to managed freight. So if it economically doesn’t make sense to run on the assets, we’re trying to get the contract square to move that freight over and run it on managed freight. On the dedicated side of the business, I think you’ll continue to see us try to, you know, weed and feed the non-ag business, continue to have some work to do there. I think you’ll continue to see us grow the ag business, and so that truck count will probably, I would say, stay flattish, but I think we’ll continue to improve the margin profile in that space. Does that help you?

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Yeah, very much so. And then one other question. So looking at the metrics, it looked like the rev per mile ex-fuel dropped by a fair amount in Expedited, and I’m assuming some of that might be related to the government shutdown and the lack of military business.

David Parker, CEO, Covenant Logistics Group: It was. It’s all related to that.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Okay, so should we treat the fourth quarter more as an anomaly and kinda go back to the second-

David Parker, CEO, Covenant Logistics Group: Yeah

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): ... and third quarter? Okay.

David Parker, CEO, Covenant Logistics Group: Yeah, there’s probably-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): And then-

David Parker, CEO, Covenant Logistics Group: ... a couple OR points, Jeff. The couple OR points, and you can back it. It probably reconciles back to the exact cents per mile of rate you’re looking for, that related to the government business.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Okay. And then switching gears to managed freight. I think we understand what happened with, with spot rates and gross margins in that business. You mentioned, new customer contracts coming in on your contract business. How long do you think it will take to get the expedited freight margins back to where you want them to be? How, how long will it take to kind of adjust this pricing to customers for the new reality of the market on the managed freight side?

David Parker, CEO, Covenant Logistics Group: What you just said there, the statements you just made, Jeff, is the answer, and that is, how long will it take to get the operating margins back to what is acceptable to us? It’s gonna be through rate increases. I mean, we can, we’re always looking to try to cut costs, and we will continue to try to cut costs, but at the end of the day, us and the industry, we’ve got to have whatever number you want to use, 5, 6, 7, 8, 10, 12, we’re gonna have percentages of increase to improve our margins.

So, again, you heard at the beginning, I was happy about where we’re at the first three weeks of January, and I hope that that continues as we continue to get into our larger accounts and as we’re bringing on brand-new business that’s probably 7%-8% higher in rates than our existing. So, you know, that’s kind of our formula. So I’d like to see that the 3.5% continues to maintain right now, and then start climbing in March, start climbing in April, ’cause if you remember, second quarter is a big quarter for us on rate increases in some of the larger customers. Jeff, I’ll give you an anecdotal point just with these storms.

I was on the phone three times last night and twice already this morning, and, you know, we’re covering some of that with our teams, we’re covering some of it with, I’d say the bulk of it, with managed freight. And we’re getting some really, really good rates on that, but that capacity out there is crazy tight and demanding a lot of money. I mean, it is way tighter than it’s been any of the, you know, first quarters the past few years. And I mean, I would say this second storm coming in, we’re getting more... You know, we’re having to ask our customers for more than we did last week this time. And guess what? The carriers are asking us for more. And so it is, it’s tight out there right now.

Yeah, but that’s that, and we all know that’s spot and storm activity, but I think that’s what’s gonna roll on over-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Yeah, it’s showing something.

David Parker, CEO, Covenant Logistics Group: And the customers are starting to see, to move some of this stuff, we’re gonna have to pay a little more.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): All right. So I, I guess, the takeaway thought is, a lot going on right now, but this is more of a kinda clear-the-deck-for-future-opportunities quarter. Gentlemen, thank you. Thank you very much-

David Parker, CEO, Covenant Logistics Group: Thank you, Jeff.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Best of luck.

Ross, Conference Call Operator: Yeah, thank you. And our next question comes from Reed Saiya from Stephens. Please go ahead, Reed.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Hey, guys.

David Parker, CEO, Covenant Logistics Group: Hey.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Thanks for taking my question this morning. I had a quick clarification from a previous question. On the Managed Freight revenue, you talked about being flat to up, through 2026. Is that on a sequential or on a year-over-year basis?

David Parker, CEO, Covenant Logistics Group: I think on a sequential basis. I think if you look at Q4 Managed Freight, the $80 million in freight revenue included basically 2.5 months of the new acquisition, plus some peak. And then I think you’ll see it fall back a little bit in Q1, but I think you’ll start to see that grow to where you’re gonna be... The biggest question is gonna be how we look, I would say, in that third and fourth quarter, if we can grow it like we think we can.

But I think you’re gonna be somewhere below where we landed in Q4 for Q1 of 2026, and then you’re gonna start to see incremental improvement in top-line revenue after that, to just say, average $80 million a quarter plus, depending on whatever we do in the current any incremental business we do in the third and fourth quarters.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Got it. And then, on the dedicated and expedited side, you, you mentioned in, in expedited in 4Q, you had some headwind from government, that you called out, and 3Q as expected. How should we think about maybe your margin sequentially from 4Q to 1Q? And then, I guess, what your goal would be for 2026, as maybe you have some stabilization of demand within that expedited, and as you continue to improve your mix within that dedicated segment?

Tripp Grant, CFO, Covenant Logistics Group: Yeah.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Mm-hmm.

Tripp Grant, CFO, Covenant Logistics Group: Yeah. Yeah, so I do expect sequential improvement from Expedited in the fourth quarter, and I would caveat that by saying that-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Fourth quarter?

Tripp Grant, CFO, Covenant Logistics Group: Yeah, I’m sorry, from the fourth quarter of 2025 to the first quarter of 2026. I would caveat that with saying that there is a looming potential for an additional, you know, U.S. government shutdown, which could negatively impact us. There is a looming potential for additional, you know, severe weather that could negatively impact us. But all things being equal, I think, with AA-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Truck.

Tripp Grant, CFO, Covenant Logistics Group: Yeah, with our government business, you know, firing on all cylinders for all three months of the first quarter of 2026, I think we have a really good shot. Combined with some, you know, rate increases from a select group of customers, we have a really good shot at improving, our operating ratio in that segment during the, the first quarter compared to the fourth of 2025. And, you know, it’d be hard to say, maybe, 150-200 basis points, is kind of where I’m looking at it, but it’s early in the quarter, and I haven’t even seen anything, to suggest that that is realistic in terms of how January’s numbers. I’m just seeing top-line revenue, but in conditions like these, costs can be up, even though revenue’s up.

So still a lot to learn, but I’m hopeful that we can improve it pretty meaningfully. In a sequential and, you know, in a soft quarter. I mean, quite honestly, Q1 is our softest quarter. You’ve got drivers that take a while to come off of the new year, and it just... Even without weather, it takes a little while to get started. But generally, you know, if you can get some good weather in February, you can start to make headway, and March is typically a really good operational month. And so, you know, we’re just hopeful for that. And then what was your question on Dedicated?

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): It was similar in terms of what margin progression you would expect throughout 2026, and I think Tripp answered it, saying you expected some sequential improvement through the year.

Tripp Grant, CFO, Covenant Logistics Group: Yep.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): I guess last one real quick. I appreciate you entertaining some near-term questions, but Dedicated and Expedited, you’re making a lot of moves to improve the business here and your revenue quality. What long-term would you target for your margin profile of both of these businesses, if these initiatives continue, and they play out as you expect?

Tripp Grant, CFO, Covenant Logistics Group: I tell you, I won’t be happy until Expedited is in the 80s, and I think that Dedicated is 88, 90, is kinda where I think Dedicated is gonna go, and I think Expedited is gonna be in the 80s. Now, when we get there, I don’t know, Reed, but that’s, that’s where-- that’s our goal, and that’s where I expect it to be at.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Awesome. Thanks for the color, guys.

Ross, Conference Call Operator: Our next question comes from Scott Group, from Wolfe Research. Please go ahead, Scott.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Hey, thanks. Good morning. I wanna just take a step back. You know, David, three months ago on this call, you got really excited about sort of what was happening in the market with supply and regulations and all that sort of stuff. I guess three months later, how are you feeling more convicted in this last, what? Any more data points in terms of how many of the drivers you think have already exited? Just, you know.

Tripp Grant, CFO, Covenant Logistics Group: Yeah. Yeah. Yes, I’m absolutely much more excited right now than I was three months ago, and I was pretty excited back then. But, what I saw back then just continued to build, and I, I just think, I just really believe, guys, that we are on the, on the beginning stages of, of the trucking industry getting back to where it needs to be at. And I see, I see a lot of green shoots. I mean, is it January? Yes. Do I have some trucks I wanna run downstairs and get loaded? Yes. But I wanna tell you, the green shoots are plentiful, and it’s, and it’s all around, you know, from, from a standpoint of the bids being up, getting new business at higher rates. Number one, getting business. Number two, getting that business at higher rates.

We’ve won some great business this week that I’m excited about, just the last 48 hours, but that’s a side note. But, but the bids being up, and as I look at capacity, is absolutely coming out of the market. I see it through our managed freight and all of, all of us truckers, because our margins are not where we want them, but that’s expected, as we all know, from a standpoint that the managed freight broker trucks are gonna demand more before we get it from the customers, but we will get it from the customers if that continues. But we’re three months into that, so you know, right now, as we speak, we will start running with that about, increasing the pricing on, on that. But as I look... And there’s an interesting stat.

I don’t even know if anybody has looked at this, but we know that DOT, which I think Duffy, is the best DOT person we ever had. I had the fortune to meet with him in December, and I told him that. In my 53 years of doing this, he’s the best DOT person I’ve ever seen. And as I look at these illegal CDL schools that we all read about and know about and are true, you know, in 2019, there were 19,000 of them... They went up during the four years of the Biden administration. They went from 19,000 to 39,000 schools. I mean, 6,000 to 39,000 schools. No, time out, time out. 19,000 up to 39,000, and, and now DOT has taken out 6,000 of them. We’re at 33,000.

I look at some of the things that they are doing on the, from the, and y’all all know this, the English proficiency, we are sensing that, not only in our managed freight, but we’re sensing that in our customers. And I believe that’s one of the reasons why our customers, that we’re winning more freight at higher rates. It’s one of the reasons our rates are up 3.5%. It’s another reason I believe that we will continue to get our rates up is because of capacity. Because a side note, as we all know, do I think that GDP is gonna be stronger in the next three quarters, four quarters than it was the previous four quarters? And the answer is yes. I mean, I, I look at, I look at 2026, and I look at second quarter, 3.4% GDP.

The third quarter is 4.3% GDP. Fourth quarter, what, what’s the number? 4%-5% it’s gonna be, with the government being shut down one month? Let’s just say 4% when it comes out. I think there’s gonna be some 5% GDP growth in 2026, and I just go back the last couple of years before that, and we were at, we were at 1.9%. We were at 2.3%. We’re doubling GDP. At the same time, we all know capacity is coming out. Is it 1% or 4%? I don’t know. I do know 2% moves the market. 2% up, 2% down in capacity moves the market, and so trucks are coming out.

And so as I look at not as many drivers are leaving, trucks are coming out, it’s gonna be harder to get into the industry. GDP is gonna grow. Anyway, a lot of green shoots, Scott. Did I answer your question?

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): I think so. Okay, I guess my other question is: You guys have expedited, has made a, a big mix shift over the last bunch of years to LTL. What are you seeing from that sort of end market? Does the shift to LTL sort of limit some of the upside, you know, the leverage on the upside? Just how, how does the LTL mix shift? What are you seeing LTL right now, and then how does that mix shift impact how we should think about your upside operating leverage?

Paul Bunn, President, Covenant Logistics Group: So here’s what I would say. We did shift a lot to LTL, Scott, especially in 2021, 2022, 2023, even 2024. I would say that number reduced by a pretty good bit last year as the volumes and tonnages and LTLs went down, as you know, you’ve seen and reported on a lot of those. And so, I would say, you know, maybe something we weren’t as vocal about, but the LTL market, we kind of right-sized our LTL exposure last year, just with what happened in the LTL market. So it’s a lot less today than it was in 2023. That said, our LTL customers are, they’re pretty steady right now, but, you know, they’re not doing as good as they want to do. David, any?

Tripp Grant, CFO, Covenant Logistics Group: No, I agree with that. But we also, though, in lieu of that, we’ve gone to the market with a lot of our airfreight customers, and so I’m seeing a lot of that that is building. I just think, Scott, at the end of the day, whether it’s our LTL portfolio or whether it’s our air freight portfolio, freight forwarder portfolio that we do a lot of business with because of our technology and high security program that we’ve got, it’s all about pricing. And when pricing is available to us to be able to pass on, you’ll see returns coming back down or ORs coming back down, margins, whatever.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Okay. Thank you, guys. Appreciate it.

Paul Bunn, President, Covenant Logistics Group: Thank you, Scott.

Ross, Conference Call Operator: Our next question comes from Dan Moore, from Baird. Please go ahead, Dan.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Hey, guys. How’s it going?

Tripp Grant, CFO, Covenant Logistics Group: Hey, Dan.

Paul Bunn, President, Covenant Logistics Group: Good.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Couple of quick questions, or at least one question. So, I think a lot of questions are being asked around this idea of how much inherent flexibility you have in the model to respond to, you know, what could be, you know, a better market. A lot of the things you kind of addressed on the call a few moments ago with Scott’s question, just in terms of, you know, fundamentals that are starting to show themselves to be better. The big question is, what if demand recovers in 2026 because of tax rebates, because of a variety of other potential catalysts? You know, how do you pivot as an organization and as an enterprise to take full advantage of that?

My question relates to the following: If demand gets better in April, May, or June, you know, what’s your go-to-market strategy in a market environment where there’s an actual uplift in demand? What changes in that market relative to what we’ve seen here over the last three or four months, which is a fairly unique supply narrative, right?

Tripp Grant, CFO, Covenant Logistics Group: Yeah.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Thank you.

Tripp Grant, CFO, Covenant Logistics Group: Yeah. Yeah, Dan, I think the first couple of quarters, and when that—whenever that happens, whether we’re in the process, we’re—maybe we’re at home plate, and we’re getting ready to hit the ball to run to first base, and we still gotta go second, third, and fourth, second, third, and home. I think that when that happens, I think what you will see for the industry, I know you’ll see it from us, but I think as the industry, is that it’s time to reclaim some of the profits that we’ve given away for the last four years. And it’s not like I’m interested in running out here and buying 200 trucks to say, "Let’s just—Let’s do what we’ve all done," and that is throw a lot of capacity at it.

I wanna get my rates up to acceptable numbers, get my expedited down to the 80s, get my dedicated into the high 80s or 90 kinda number, and let my managed freight be able to take over, whatever the leftover is there, to be able to continue to grow it. So I would tell you that for the first two quarters, when that day does happen, I think you’re gonna see getting healthy once again as the industry. And so that would be my goal and the flexibility that we’ll have when the market turns.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Well, maybe same song, different verse. What, what percentage of the book, the total enterprise book-

Tripp Grant, CFO, Covenant Logistics Group: Yes.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Renews in the first quarter? What % in the second? What % in the third? And in a market environment that gets better, you know, would that, would that look different? Would you be taking a second drink?

Tripp Grant, CFO, Covenant Logistics Group: Yes. Well, there’s two things. I, I will tell you, number one, second quarter is a heavy quarter for us, as I think about our poultry and as I think about-

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Mm-hmm

Tripp Grant, CFO, Covenant Logistics Group: ... our expedited, in particular, those two segments of our business, as it has been always. There’s no doubt that we’ve got customers that have treated us correctly, even at lower rates, and we had to be competitive in the rates over the last 4 years. But if they contracted out for 20 loads a week, they’ve done a good job of giving us the 20 loads a week, and we will abide by that. If we just did a bid this month, and we agreed upon rates, then it’ll be next January before we’re gonna go back to those customers. I would tell you that, I would tell you that 40% of the customers are that, 60% of the customers will be taking two or three rate increases.

And ones that thought they were gonna give us 20 loads a week, and they gave you 7, and they took advantage of the market, and we weren’t getting our volumes, we will be there 14 times, loving them and thanking them and, you know, God blessing them, but we gotta have more money. And so that’s probably 60% of our business, if that gives you any idea.

Various Analysts, Analysts, Various (TD Cowen, Stephens, Wolfe Research, Baird): Thanks, guys. Appreciate it.

Tripp Grant, CFO, Covenant Logistics Group: Thanks, Dan.

Ross, Conference Call Operator: Gentlemen, at this time, there are no further questions.

Tripp Grant, CFO, Covenant Logistics Group: All right, well, we’d like to thank everyone for joining, joining us today, and, we look forward to talking again next quarter. Thank you.

Ross, Conference Call Operator: This concludes today’s conference call. Thank you for your participation.