Old Dominion Freight Line (ODFL) CFO reports stock grant and tax share move

Rhea-AI Filing Summary

Old Dominion Freight Line EVP and CFO Adam N. Satterfield reported routine equity transactions in company common stock. On February 11, 2026, he acquired 4,098 shares at $0 as a grant or award, bringing his direct holding to 55,190 shares. On February 12, 2026, 501 shares were disposed of at $185.51 in a tax-withholding transaction, reducing his direct holding to 54,689 shares. He also has 23,846 shares held indirectly through a 401(k) plan.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Satterfield Adam N

Role EVP and CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	501	$185.51	$93K
Grant/Award	Common Stock	4,098	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 54,689 shares (Direct); Common Stock — 23,846 shares (Indirect, By 401(k) plan)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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^*

Satterfield Adam N

(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)
	EVP and CFO

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		4,098	A	$0	55,190	D
Common Stock	02/12/2026		F		501	D	$185.51	54,689	D
Common Stock								23,846	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/ Adam N. Satterfield	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 transactions did ODFL EVP and CFO Adam Satterfield report?

Adam N. Satterfield reported a grant of 4,098 shares of Old Dominion Freight Line common stock on February 11, 2026 and a 501-share tax-withholding disposition on February 12, 2026, both involving non-derivative common stock holdings.

How many ODFL shares does the CFO own after these Form 4 transactions?

After the reported transactions, Adam N. Satterfield directly owns 54,689 shares of Old Dominion Freight Line common stock and indirectly holds 23,846 shares through a 401(k) plan, according to the beneficial ownership figures disclosed.

Was the ODFL CFO’s 501-share disposition an open-market sale?

No. The 501-share disposition on February 12, 2026 is coded F, described as payment of tax liability by delivering securities, indicating a tax-withholding transaction rather than a discretionary open-market sale of Old Dominion Freight Line stock.

What price was used for the ODFL CFO’s tax-withholding share disposition?

The 501 shares used for tax withholding on February 12, 2026 were valued at $185.51 per share. This price reflects the value applied for the tax-withholding disposition, not a voluntary open-market trade by the Old Dominion Freight Line executive.

What type of acquisition increased the ODFL CFO’s holdings by 4,098 shares?

The increase of 4,098 shares on February 11, 2026 is coded A and described as a grant, award, or other acquisition, meaning the Old Dominion Freight Line CFO received shares without paying a purchase price, at $0 per share.