Old Dominion (NASDAQ: ODFL) insider plans multi-million sale — how many shares?

Rhea-AI Filing Summary

OLD DOMINION FREIGHT LINE, INC. (ODFL) reports that company officer Cecil E. Overbey Jr. has filed a notice of proposed sale under Rule 144 for 19,952 shares of ODFL common stock through Wells Fargo Clearing Services. The notice lists an aggregate market value of $3,958,193.07 for these shares and states that ODFL had 207,356,622 shares outstanding as of the notice date of August 25, 2026. The securities to be sold are common shares originally acquired from restricted stock vesting on February 13, 2021, and a remark notes that the shares being sold were acquired between February 13, 2021 and February 9, 2025.

Key Figures

Shares to be sold: 19,952 shares Aggregate market value: $3,958,193.07 Shares outstanding: 207,356,622 shares +3 more

6 metrics

Shares to be sold 19,952 shares Common stock proposed for sale under Rule 144 by Cecil E. Overbey Jr.

Aggregate market value $3,958,193.07 Aggregate market value of 19,952 shares of ODFL common stock in the Rule 144 notice

Shares outstanding 207,356,622 shares ODFL common shares outstanding as referenced in the Rule 144 securities information

Notice date 08/25/2026 Date of the Rule 144 notice signed by Cecil E. Overbey Jr.

Acquisition period 02/13/2021 to 02/09/2025 Period during which the shares proposed for sale were acquired

Specific acquisition date 02/13/2021 Date of restricted stock vesting for common shares identified as the source of securities to be sold

Key Terms

Rule 144, restricted stock vesting, aggregate market value

3 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock vesting financial

"Common | 02/13/2021 | Restricted Stock Vesting | Issuer"

Restricted stock vesting is the timetable and conditions under which shares granted to employees or insiders become fully owned and can be sold, typically requiring continued work or meeting performance goals. It matters to investors because large blocks of shares can become tradable at once, which can change share supply and price, and because vesting aligns insiders’ incentives with the company’s long‑term performance—think of it like a timed unlock that both rewards and locks in key people.

aggregate market value financial

"Common ... 19952 | 3958193.07 | 207356622"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

FAQ

What insider transaction was disclosed for ODFL in this Form 144 notice?

Officer Cecil E. Overbey Jr. filed a Rule 144 notice for the proposed sale of 19,952 shares of OLD DOMINION FREIGHT LINE, INC. common stock. The shares are to be sold through Wells Fargo Clearing Services and were originally acquired via restricted stock vesting and related awards.

How many OLD DOMINION FREIGHT LINE (ODFL) shares are proposed to be sold and what is their value?

The notice covers a proposed sale of 19,952 shares of ODFL common stock with an aggregate market value listed as $3,958,193.07. These figures are provided in the Rule 144 securities information section accompanying the notice.

How many OLD DOMINION FREIGHT LINE (ODFL) shares were outstanding at the time of the notice?

The Rule 144 notice states that OLD DOMINION FREIGHT LINE, INC. had 207,356,622 shares outstanding as of the notice context date of August 25, 2026. This figure provides a baseline for the company’s total common shares then outstanding.

When were the ODFL shares being sold by Cecil E. Overbey Jr. originally acquired?

According to the notice, the common shares proposed for sale were acquired between February 13, 2021 and February 9, 2025. One listed acquisition source is restricted stock vesting on February 13, 2021, with the issuer identified as OLD DOMINION FREIGHT LINE, INC.

On which market is OLD DOMINION FREIGHT LINE (ODFL) common stock listed in this notice?

The securities information section identifies the market for OLD DOMINION FREIGHT LINE, INC. common stock as Nasdaq. The proposed sale of 19,952 shares under Rule 144 references this market designation.

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Available on EDGAR 08/25/2026 - 04:11 PM Accepted by SEC EDGAR 08/25/2026 - 04:11 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001509626
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	OLD DOMINION FREIGHT LINE, INC.
SEC File Number	000-19582
Address of Issuer	500 OLD DOMINION WAY THOMASVILLE NORTH CAROLINA 27360
Phone	3368895000
Name of Person for Whose Account the Securities are To Be Sold	Overbey Cecil E. Jr.
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Wells Fargo Clearing Services 1 North Jefferson Avenue St. Louis MO 63103	19952	3958193.07	207356622	08/25/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	02/13/2021	Restricted Stock Vesting	Issuer			19952	02/13/2021	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	shares sold were acquired between 02/13/2021 and 02/09/2025.
Date of Notice	08/25/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Cecil E Overbey, Jr.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)