ODFL SVP awarded 3,204 shares, with tax share offset

Old Dominion Freight Line SVP - Operations Christopher James Kelley reported equity transactions in company common stock.

Rhea-AI Filing Summary

Old Dominion Freight Line SVP - Operations Christopher James Kelley reported equity transactions in company common stock. On February 11, 2026, he acquired 3,204 shares of common stock in a grant or other award at $0 per share, bringing his directly held balance to 7,886 shares. On February 12, 2026, 257 shares were disposed of at $185.51 per share to cover tax or exercise obligations, leaving 7,629 shares held directly. He also reports indirect ownership of 3,332 shares through a trust and 4,273 shares through a 401(k) plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Kelley Christopher James

Role SVP - Operations

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	257	$185.51	$48K
Grant/Award	Common Stock	3,204	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 7,629 shares (Direct); Common Stock — 3,332 shares (Indirect, By trust); Common Stock — 4,273 shares (Indirect, By 401(k) plan)

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ODFL executive Christopher James Kelley report?

Christopher James Kelley reported an equity award and related tax withholding. He received 3,204 Old Dominion Freight Line common shares at $0 per share, then 257 shares were disposed of at $185.51 per share to satisfy a tax or exercise liability, as disclosed in the Form 4.

How many ODFL shares does Christopher James Kelley hold directly after these transactions?

After the reported transactions, Christopher James Kelley directly holds 7,629 Old Dominion Freight Line common shares. This reflects the 3,204-share grant on February 11, 2026 and the 257-share tax-withholding disposition on February 12, 2026, as shown in the non-derivative securities table.

What was the nature of the 257 ODFL shares disposed of at $185.51?

The 257 Old Dominion Freight Line shares disposed of at $185.51 per share were reported under transaction code F. This indicates the shares were used to pay an exercise price or tax liability, rather than an open-market sale, according to the Form 4 transaction description.

What position does Christopher James Kelley hold at Old Dominion Freight Line (ODFL)?

Christopher James Kelley is an officer of Old Dominion Freight Line, serving as Senior Vice President of Operations. His role and title are disclosed in the Form 4, which also confirms he is not a director and not a 10% beneficial owner of the company.

What indirect ODFL shareholdings are reported for Christopher James Kelley?

Christopher James Kelley reports indirect ownership of Old Dominion Freight Line shares through two vehicles. He holds 3,332 shares indirectly via a trust and 4,273 shares indirectly through a 401(k) plan, in addition to his directly held common stock reported in the Form 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 02/13/2026 - 04:31 PM EST Learn about SEC filing dates

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^*

Kelley Christopher James

(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 - Operations

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		3,204	A	$0	7,886	D
Common Stock	02/12/2026		F		257	D	$185.51	7,629	D
Common Stock								3,332	I	By trust
Common Stock								4,273	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/ Christopher James Kelley	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.