Old Dominion Freight (NASDAQ: ODFL) GC reports routine tax-withholding share entries

Rhea-AI Filing Summary

Old Dominion Freight Line executive Ross H. Parr, SVP – Legal Affairs, General Counsel and Secretary, reported routine share withholding transactions. On February 7 and 8, 2026, a total of 576 shares of common stock were withheld at $202.47 per share in code “F” transactions, typically used for tax withholding on equity awards.

After these transactions, Parr directly beneficially owned 40,948 shares of Old Dominion Freight Line common stock and indirectly held 624 shares through a 401(k) plan. The filing reflects administrative management of equity compensation rather than open-market buying or selling.

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^*

Parr Ross H.

(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)
	SVP - Legal Affairs GC and Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

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	02/07/2026		F		273	D	$202.47	41,251	D
Common Stock	02/08/2026		F		303	D	$202.47	40,948	D
Common Stock								624	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/ Ross H. Parr	02/10/2026
	** 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 did ODFL executive Ross H. Parr report in this Form 4?

Ross H. Parr reported routine tax-withholding transactions involving company stock. On two dates in February 2026, Old Dominion Freight Line common shares were withheld to satisfy obligations tied to equity compensation, while he continued to hold a sizable direct and indirect ownership position.

How many ODFL shares were withheld in Ross Parr’s February 2026 transactions?

A total of 576 Old Dominion Freight Line shares were withheld. The Form 4 shows 273 shares on February 7, 2026, and 303 shares on February 8, 2026, all coded “F,” which typically indicates shares withheld to cover tax obligations on equity awards.

At what price were the ODFL shares valued in Ross Parr’s Form 4 transactions?

The withheld Old Dominion Freight Line shares were valued at $202.47 per share. Both the 273-share and 303-share transactions used this same per-share price, reflecting the fair market value applied for the equity-related tax withholding reported in the filing.

How many ODFL shares does Ross Parr own after these reported transactions?

After the reported transactions, Ross Parr directly owned 40,948 Old Dominion Freight Line common shares. In addition, he indirectly held 624 shares through a 401(k) plan, illustrating continued meaningful ownership despite the routine tax-withholding share reductions.

What does transaction code “F” mean in the ODFL Form 4 filed by Ross Parr?

Transaction code “F” generally indicates shares withheld to pay taxes on vesting or exercise of equity awards. In this Old Dominion Freight Line filing, the “F” code signals that 273 and 303 shares were retained by the issuer instead of being sold on the open market.