Old Dominion Freight (NASDAQ: ODFL) VP reports stock grant and tax withholding

Rhea-AI Filing Summary

Old Dominion Freight Line VP Clayton G. Brinker reported equity compensation transactions in company common stock. On February 11, 2026, he acquired 1,537 shares at $0 as a grant or award, increasing his direct holdings to 2,081 shares. On February 12, 2026, 52 shares were disposed of at $185.51 in a tax-withholding transaction, leaving 2,029 shares held directly and 245 shares held indirectly through 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

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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^*

Brinker Clayton G.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP - Accounting and Fin. (PAO)

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		A		1,537	A	$0	2,081	D
Common Stock	02/12/2026		F		52	D	$185.51	2,029	D
Common Stock								245	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:

	/s/ Clayton G. Brinker	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 ODFL executive Clayton G. Brinker report on this Form 4?

Clayton G. Brinker reported an equity award and a related tax-withholding transaction in Old Dominion Freight Line common stock. He received 1,537 shares as a grant, then 52 shares were disposed of to satisfy tax or exercise obligations at $185.51 per share.

How many ODFL shares did Clayton G. Brinker acquire in the reported grant?

Brinker acquired 1,537 shares of Old Dominion Freight Line common stock via a grant or other award at a stated price of $0. This award increased his directly held position before the tax-withholding transaction disclosed the following day.

What was the nature of the 52 ODFL shares disposed of at $185.51?

The 52 Old Dominion Freight Line shares were disposed of in a tax-withholding transaction at $185.51 per share. The code “F” indicates payment of exercise price or tax liability by delivering securities, not an open-market sale for investment purposes.

How many ODFL shares does Clayton G. Brinker hold after these transactions?

Following the reported transactions, Brinker holds 2,029 Old Dominion Freight Line shares directly. In addition, 245 shares are held indirectly through a 401(k) plan, reflecting both his personal and retirement-related beneficial ownership positions in the company.

What is Clayton G. Brinker’s role at Old Dominion Freight Line (ODFL)?

Clayton G. Brinker is an officer of Old Dominion Freight Line, serving as Vice President – Accounting and Finance (Principal Accounting Officer). His Form 4 filing reflects changes in his beneficial ownership of the company’s common stock in that executive capacity.

Does this ODFL Form 4 show any indirect ownership by Clayton G. Brinker?

Yes. In addition to directly held shares, the filing reports 245 Old Dominion Freight Line shares held indirectly through a 401(k) plan. This indicates retirement-plan holdings that are attributed to him as indirect beneficial ownership of company stock.