Old Dominion (ODFL) chair’s trust sells 52,000 shares and gifts 30,415

Rhea-AI Filing Summary

OLD DOMINION FREIGHT LINE, INC. Executive Chairman David S. Congdon reported indirect transactions in the company’s common stock through family-related trusts. On February 19, 2026, his revocable trust sold 42,000 shares at an average price of $194.67 and 10,000 shares at $195.17 in open-market transactions.

On February 23, 2026, the same revocable trust made a bona fide gift of 30,415 shares at no stated consideration, leaving 682,385 shares held by that trust after the gift. He also reports additional indirect holdings in multiple family trusts and a 401(k) plan.

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
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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 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
X	Officer (give title below)		Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2026

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	02/19/2026		S		42,000	D	$194.67(1)	722,800	I	By David S. Congdon Revocable Trust Dated 12/3/91
Common Stock	02/19/2026		S		10,000	D	$195.17	712,800	I	By David S. Congdon Revocable Trust Dated 12/3/91
Common Stock	02/23/2026		G		30,415	D	$0	682,385	I	By David S. Congdon Revocable Trust Dated 12/3/91
Common Stock								481,425	I	The David S. Congdon 2025 GRAT
Common Stock								297,250	I	By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock								1,867,428	I	As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock								949,214	I	As co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock								977,244	I	As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock								295,670	I	As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock								243,545	I	As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby
Common Stock								1,068,636	I	By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock								515,870	I	As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell
Common Stock								199,650	I	As trustee of Yowell Family 2020 GST Trust
Common Stock								2,044	I	As trustee of J. Benjamin Yowell 2020 Trust
Common Stock								2,044	I	As trustee of Clay Yowell 2020 Trust
Common Stock								2,044	I	As trustee of Andrew Yowell 2020 Trust
Common Stock								178,031	I	By 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

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $194.16 to $195.13, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ David S. Congdon	02/23/2026
	** 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 transactions did ODFL Executive Chairman David S. Congdon report?

David S. Congdon reported indirect transactions in OLD DOMINION FREIGHT LINE common stock through a revocable trust, including open-market sales totaling 52,000 shares on February 19, 2026, and a bona fide gift of 30,415 shares on February 23, 2026, at zero consideration.

How many ODFL shares did David S. Congdon’s trust sell and at what prices?

On February 19, 2026, the David S. Congdon Revocable Trust sold 42,000 OLD DOMINION FREIGHT LINE shares at an average price of $194.67 and 10,000 shares at $195.17, as part of open-market transactions described in the Form 4 filing.

What bona fide gift of ODFL stock did David S. Congdon disclose?

On February 23, 2026, the David S. Congdon Revocable Trust made a bona fide gift of 30,415 OLD DOMINION FREIGHT LINE common shares at no stated price, classified as a gift transfer disposition under transaction code G in the insider Form 4 report.

How many ODFL shares did the revocable trust hold after the reported transactions?

After the February 23, 2026 gift, the David S. Congdon Revocable Trust held 682,385 OLD DOMINION FREIGHT LINE common shares. Earlier, following the February 19, 2026 open-market sales, the same trust’s reported balance stood at 712,800 shares before the subsequent gift transaction.

Are the ODFL transactions direct or indirect holdings for David S. Congdon?

All reported OLD DOMINION FREIGHT LINE transactions are classified as indirect holdings. They are attributed to entities such as the David S. Congdon Revocable Trust and various family and benefit trusts, as well as a 401(k) plan, rather than direct personal ownership.

What does the Form 4 footnote say about the ODFL sale prices?

The footnote explains that the reported sale price is a weighted average. The OLD DOMINION FREIGHT LINE shares sold on February 19, 2026 were executed in multiple trades at prices ranging from $194.16 to $195.13, and detailed trade data is available upon request.