STOCK TITAN

Old Dominion Freight Line (ODFL) chair gifts 73,730 shares via trust

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

OLD DOMINION FREIGHT LINE, INC. Executive Chairman David S. Congdon reported updated indirect holdings of the company’s common stock through multiple family and retirement-related accounts. The key new event is a bona fide gift of 73,730 shares made on May 19, 2026 by the David S. Congdon Revocable Trust Dated 12/3/91.

After this gift, that revocable trust still holds 606,299 shares of common stock indirectly. The filing also lists additional indirect holdings in various family trusts, a 401(k) plan, and other estate-planning vehicles with specified share amounts. A footnote notes that one reported amount includes receipt of an aggregate of 192 shares as gifts since the prior Form 4. The gift transaction is not an open-market sale and does not reflect cash proceeds.

Positive

  • None.

Negative

  • None.
Insider CONGDON DAVID S
Role Executive Chairman
Type Security Shares Price Value
Gift Common Stock 73,730 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 606,299 shares (Indirect, By David S. Congdon Revocable Trust Dated 12/3/91)
Footnotes (1)
  1. [object Object]
Gifted shares 73,730 shares Bona fide gift on May 19, 2026 by revocable trust
Revocable trust holdings after gift 606,299 shares Indirect holdings by David S. Congdon Revocable Trust Dated 12/3/91
GRAT remainder trust holdings 1,867,428 shares As co-trustee of the Earl E. Congdon GRAT Remainder Trust
Spousal trust holdings 1,068,636 shares By wife as trustee of David S. Congdon Irrevocable Trust No. 2
Family 2011 trust holdings 977,244 shares As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
GRAT 2025 holdings 481,425 shares The David S. Congdon 2025 GRAT
Footnote gift receipts 192 shares Aggregate shares received as gifts since last Form 4
bona fide gift financial
"The transaction code G is described as a bona fide gift."
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
Revocable Trust financial
"By David S. Congdon Revocable Trust Dated 12/3/91"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
GRAT financial
"As co-trustee of the Earl E. Congdon GRAT Remainder Trust"
401(k) plan financial
"Indirect ownership listed as By 401(k) plan"
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
indirect ownership financial
"ownership_type is indirect with ownership_code I for these holdings"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
CONGDON DAVID S

(Last)(First)(Middle)
C/O OLD DOMINION FREIGHT LINE, INC.
500 OLD DOMINION WAY

(Street)
THOMASVILLE NORTH CAROLINA 27360

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OLD DOMINION FREIGHT LINE, INC. [ ODFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/19/2026G73,730D$0606,299(1)IBy David S. Congdon Revocable Trust Dated 12/3/91
Common Stock297,250IBy wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust Dated 4/24/12
Common Stock481,425IThe David S. Congdon 2025 GRAT
Common Stock1,867,428IAs co-trustee of the Earl E. Congdon GRAT Remainder Trust
Common Stock949,214IAs co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock977,244IAs co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock295,670IAs trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock243,545IAs trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby
Common Stock1,068,636IBy wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock515,870IAs trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell
Common Stock199,650IAs trustee of Yowell Family 2020 GST Trust
Common Stock2,044IAs trustee of J. Benjamin Yowell 2020 Trust
Common Stock2,044IAs trustee of Clay Yowell 2020 Trust
Common Stock2,044IAs trustee of Andrew Yowell 2020 Trust
Common Stock178,429IBy 401(k) plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. This amount reflects receipt of an aggregate of 192 shares as gifts since the reporting person's last Form 4.
/s/ David S. Congdon05/20/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Old Dominion Freight Line (ODFL) report for David S. Congdon?

Executive Chairman David S. Congdon reported a bona fide gift of 73,730 shares of Old Dominion Freight Line common stock by his revocable trust. The filing also updates numerous indirect holdings across family trusts, a 401(k) plan, and related estate-planning entities with specific share balances.

How many Old Dominion Freight Line (ODFL) shares were gifted in this Form 4?

The filing shows a bona fide gift of 73,730 shares of Old Dominion Freight Line common stock from the David S. Congdon Revocable Trust. This reduced that trust’s reported indirect holdings but did not involve an open-market sale or any transaction price per share in the disclosure.

How many ODFL shares remain in the David S. Congdon Revocable Trust after the gift?

After the 73,730-share gift, the David S. Congdon Revocable Trust is reported as holding 606,299 Old Dominion Freight Line shares indirectly. This figure reflects the trust’s position following the gift and is separate from other indirect holdings in additional family trusts and retirement accounts.

Does the Old Dominion Freight Line (ODFL) Form 4 show any insider share sales?

The Form 4 identifies a bona fide gift of 73,730 shares, not an open-market sale, by the David S. Congdon Revocable Trust. No transactions are coded as open-market purchases or sales; most entries simply report updated indirect holdings across multiple trusts and a 401(k) plan.

What other indirect ODFL holdings are reported for David S. Congdon?

Indirect holdings include shares in a 401(k) plan, several 2020 family trusts, a Yowell Family 2020 GST Trust, multiple Audrey Congdon irrevocable trusts, Congdon family trusts from 1998 and 2011, a GRAT remainder trust, and a 2025 GRAT, each with its own reported share balance.

What does the 192-share footnote in the ODFL Form 4 mean?

A footnote explains that one reported amount reflects receipt of an aggregate of 192 shares as gifts since David S. Congdon’s last Form 4. This clarifies that part of the reported position increased through incoming gifts rather than market purchases or other transactional activity.