Old Dominion Freight Line (ODFL) SVP granted shares, withholds stock for tax

Rhea-AI Filing Summary

Old Dominion Freight Line SVP Steven W. Hartsell reported equity transactions in company common stock. On February 11, 2026, he acquired 3,204 shares as a grant or award at a stated price of $0, increasing his directly held balance to 7,876 shares.

On February 12, 2026, 257 shares were disposed of at $185.51 in a tax-withholding transaction, leaving 7,619 shares held directly. He also reports indirect holdings of 5,782 shares through a trust and 1,648 shares 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^*

Hartsell Steven W.

(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 - Sales

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	7,876	D
Common Stock	02/12/2026		F		257	D	$185.51	7,619	D
Common Stock								5,782	I	By trust
Common Stock								1,648	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/ Steven W. Hartsell	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 executive Steven Hartsell report on this Form 4?

Steven W. Hartsell reported receiving a grant of 3,204 Old Dominion Freight Line common shares on February 11, 2026, and a separate tax-withholding share disposition of 257 shares on February 12, 2026. These transactions changed only his reported ownership balances, not company share count.

How many Old Dominion Freight Line (ODFL) shares did the SVP hold after these transactions?

After the reported transactions, Steven W. Hartsell directly held 7,619 Old Dominion Freight Line common shares. He also reported indirect ownership of 5,782 shares held by a trust and 1,648 shares held through a 401(k) plan, as of the dates in the filing.

Was the share disposition by ODFL executive Steven Hartsell an open-market sale?

The 257-share disposition reported by Steven W. Hartsell used transaction code F, indicating shares were withheld to satisfy tax or exercise obligations. This reflects a tax-withholding disposition at $185.51 per share, rather than a discretionary open-market sale of Old Dominion Freight Line stock.

What was the nature of the 3,204 ODFL shares acquired by Steven Hartsell?

The 3,204 Old Dominion Freight Line common shares were reported with transaction code A, described as a grant, award, or other acquisition. The shares carried a stated price of $0, indicating an equity award that increased Hartsell’s direct holdings as part of his compensation package.

How does this Form 4 affect ownership reporting for Old Dominion Freight Line (ODFL)?

The Form 4 updates Steven W. Hartsell’s beneficial ownership in Old Dominion Freight Line. It shows adjusted direct holdings of 7,619 shares after the grant and tax withholding, plus indirect holdings via a trust and 401(k). It does not describe any change in total company shares outstanding.