ODFL director settles phantom stock, 636 shares at $140.42

Old Dominion Freight Line (ODFL) director Greg C. Gantt reported insider transactions.

Rhea-AI Filing Summary

Old Dominion Freight Line (ODFL) director Greg C. Gantt reported insider transactions. On November 1, 2025, phantom stock awards were settled in Old Dominion common stock, including 350, 480, and 708 shares. The filing also shows a disposition of 636 shares at $140.42 coded “F.”

Following these transactions, Gantt beneficially owned 121,782 shares directly. An additional 268 shares were held indirectly through a spouse’s 401(k) plan.

Insider Trade Summary

1,538 shares exercised/converted

Exercise 8 txns

Insider Gantt Greg C

Role Director

Type	Security	Shares	Price	Value
Exercise	Phantom Stock (2015 grant)	350	$0.00	$0.00
Exercise	Phantom Stock (2014 grant)	480	$0.00	$0.00
Exercise	Phantom Stock (2013 grant)	708	$0.00	$0.00
Exercise	Common Stock	350	$0.00	$0.00
Exercise	Common Stock	480	$0.00	$0.00
Exercise	Common Stock	708	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	636	$140.42	$89K
holding	Common Stock	--	--	--

Holdings After Transaction: Phantom Stock (2015 grant) — 338 contracts (Direct); Phantom Stock (2014 grant) — 488 contracts (Direct); Phantom Stock (2013 grant) — 708 contracts (Direct); Common Stock — 121,782 shares (Direct); Common Stock — 268 shares (Indirect, By spouse 401(k) plan)

Footnotes (2)

1. F1. Each share of phantom stock was the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock. This Form 4 is being filed to report the settlement of certain outstanding phantom stock awards in shares of Old Dominion Freight Line, Inc. common stock on November 1, 2025.
2. F2. Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on March 25, 2020.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did ODFL report on Form 4?

A director reported settlement of phantom stock into common shares (350, 480, and 708 shares) and an “F” transaction of 636 shares at $140.42.

What is the transaction date for the ODFL Form 4?

The transactions occurred on November 1, 2025.

What do the Form 4 codes M and F indicate here?

Code M reflects settlement of phantom stock into common shares; code F reflects a disposition associated with tax withholding at $140.42.

How many ODFL shares does the reporting person own after the transactions?

Direct beneficial ownership was 121,782 shares after the reported transactions.

Are there any indirect ODFL holdings disclosed?

Yes. 268 shares were held indirectly through a spouse’s 401(k) plan.

Were the phantom stock figures adjusted for stock splits?

Yes. The amounts reflect a two-for-one split on March 28, 2024 and a three-for-two split on March 25, 2020.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 11/03/2025 - 04:11 PM EST Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Gantt Greg C

(Last) (First) (Middle)

C/O OLD DOMINION FREIGHT LINE, INC.

500 OLD DOMINION WAY

(Street)

THOMASVILLE NC 27360

(City) (State) (Zip)

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/01/2025		M		350	A	(1)	121,230	D
Common Stock	11/01/2025		M		480	A	(1)	121,710	D
Common Stock	11/01/2025		M		708	A	(1)	122,418	D
Common Stock	11/01/2025		F		636	D	$140.42	121,782	D
Common Stock								268	I	By spouse 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock (2015 grant)	(1)	11/01/2025		M			350(2)	11/01/2025	11/01/2025	Common Stock	350(2)	(1)	338(2)	D
Phantom Stock (2014 grant)	(1)	11/01/2025		M			480(2)	11/01/2025	11/01/2025	Common Stock	480(2)	(1)	488(2)	D
Phantom Stock (2013 grant)	(1)	11/01/2025		M			708(2)	11/01/2025	11/01/2025	Common Stock	708(2)	(1)	708(2)	D

Explanation of Responses:

1. Each share of phantom stock was the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock. This Form 4 is being filed to report the settlement of certain outstanding phantom stock awards in shares of Old Dominion Freight Line, Inc. common stock on November 1, 2025.

2. Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on March 25, 2020.

	/s/ Greg C. Gantt	11/03/2025
	** Signature of Reporting Person	Date
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.