Old Dominion Freight Line (ODFL) director reports trust share gifts

Rhea-AI Filing Summary

Old Dominion Freight Line director John R. Congdon, Jr. reported charitable-style activity rather than trading. As trustee of the John R. Congdon, Jr. Revocable Trust, he made bona fide gifts of 2,688 shares on February 11, 2026 and 396 shares on February 12, 2026, both at a reported price of $0 per share.

After these gifts, the revocable trust held 3,892,898 shares indirectly. He also is shown as indirectly holding 100,000 shares as trustee of a 2025 GRAT and holding 1,824 shares directly. A footnote states these are part of exempt transfers totaling 104,803 shares since his last Form 4.

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

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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 JOHN R JR

(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)
02/11/2026

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	02/11/2026		G		2,688	D	$0	3,893,294(1)	I	As trustee of the John R. Congdon, Jr. Revocable Trust
Common Stock	02/12/2026		G		396	D	$0	3,892,898	I	As trustee of the John R. Congdon, Jr. Revocable Trust
Common Stock								100,000	I	As trustee of the John R. Congdon, Jr. 2025 GRAT
Common Stock								0(1)	I	As trustee of the John R. Congdon, Jr. 2023 GRAT
Common Stock								1,824	D

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

Explanation of Responses:

1. This amount reflects exempt transfers of an aggregate of 104,803 shares since the reporting person's last Form 4 filing.

	/s/ John R. Congdon, Jr.	02/13/2026
	** 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.

FAQ

What insider activity did Old Dominion Freight Line (ODFL) report for John R. Congdon, Jr.?

John R. Congdon, Jr., a director of Old Dominion Freight Line, reported bona fide gifts of company stock from a revocable trust. These were non-cash transfers, not market sales, and are disclosed to show changes in his indirect beneficial ownership of ODFL shares.

How many Old Dominion Freight Line (ODFL) shares were gifted and on what dates?

The Form 4 shows 2,688 shares of ODFL common stock gifted on February 11, 2026 and 396 shares gifted on February 12, 2026. Both transactions were reported as bona fide gifts at a price of $0 per share.

Were the Old Dominion Freight Line (ODFL) transactions stock sales by John R. Congdon, Jr.?

No. The transactions are coded G for bona fide gift, indicating transfers for no consideration rather than open-market sales. The gifts were made from a revocable trust where he serves as trustee, reflecting changes in indirect ownership, not cash-generating disposals.

What is John R. Congdon, Jr.’s reported Old Dominion Freight Line (ODFL) share ownership after these gifts?

After the reported gifts, the revocable trust held 3,892,898 ODFL shares indirectly. The filing also shows 100,000 shares held indirectly as trustee of a 2025 GRAT and 1,824 shares held directly, outlining his combined direct and indirect positions.

What does the 104,803-share footnote mean in the ODFL Form 4 filing?

A footnote explains that the reported amounts reflect exempt transfers totaling 104,803 shares since John R. Congdon, Jr.’s last Form 4. This clarifies that the current gifts are part of a larger series of non-reportable or exempt transfers aggregated over time.

How is trust ownership of Old Dominion Freight Line (ODFL) shares described in this Form 4?

The filing lists indirect ownership “As trustee of the John R. Congdon, Jr. Revocable Trust” and a separate 2025 GRAT. This means shares are legally held by these trusts, with Congdon reporting beneficial ownership due to his trustee role rather than direct personal holding.