Form 4: Freeman Kevin M. reports multiple insider transactions in ODFL

Rhea-AI Filing Summary

Freeman Kevin M. reported multiple insider transaction types in a Form 4 filing for ODFL. The filing lists transactions totaling 7,006 shares at a weighted average price of $185.51 per share. Following the reported transactions, holdings were 14,707 shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Freeman Kevin M.

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	763	$185.51	$142K
Grant/Award	Common Stock	6,243	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 14,707 shares (Direct); Common Stock — 49,039 shares (Indirect, By trust)

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^*

Freeman Kevin M.

(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)
	President and CEO

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		6,243	A	$0	15,470	D
Common Stock	02/12/2026		F		763	D	$185.51	14,707	D
Common Stock								49,039	I	By trust
Common Stock								10,790	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/ Kevin M. Freeman	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 President and CEO Kevin M. Freeman report?

Kevin M. Freeman reported receiving a stock grant and a related tax-withholding transaction. He acquired 6,243 Old Dominion Freight Line common shares at $0 per share, then had 763 shares withheld at $185.51 per share to cover tax obligations linked to the award.

Did Kevin M. Freeman buy or sell Old Dominion Freight Line (ODFL) stock on the open market?

The filing does not show an open-market buy or sell. It reports a 6,243-share stock grant at no cost and a 763-share tax-withholding disposition at $185.51 per share, used to satisfy tax liability associated with the equity compensation.

How many ODFL shares does Kevin M. Freeman own directly after these transactions?

After the reported transactions, Kevin M. Freeman directly holds 14,707 Old Dominion Freight Line common shares. This reflects the initial award of 6,243 shares followed by the 763-share tax-withholding disposition, as disclosed in the beneficial ownership column of the Form 4.

What indirect ODFL shareholdings does Kevin M. Freeman report?

In addition to direct holdings, Kevin M. Freeman reports indirect ownership of 49,039 Old Dominion Freight Line common shares held by a trust and 10,790 shares held through a 401(k) plan. These positions are listed as indirect beneficial ownership on the Form 4.

What do the Form 4 transaction codes A and F mean for ODFL in this filing?

Code A indicates a grant, award, or other acquisition, here covering 6,243 ODFL shares at $0. Code F indicates a tax-withholding disposition, here involving 763 shares at $185.51, used to pay the exercise price or tax liability instead of an open-market sale.

What is the earliest transaction date reported in Kevin M. Freeman’s ODFL Form 4?

The earliest transaction date reported is February 11, 2026. On that date, Kevin M. Freeman received a grant of 6,243 Old Dominion Freight Line common shares at no cost and reported indirect holdings by a trust and a 401(k) plan in the ownership table.