[Form 4] OLD DOMINION FREIGHT LINE, INC. Insider Trading Activity

Rhea-AI Filing Summary

Greg C. Gantt, a director of Old Dominion Freight Line, Inc. (ODFL), reported settlement of outstanding phantom stock awards into common shares on 10/01/2025. The filing shows 350, 480 and 708 phantom-share settlements (totaling 1,538 underlying shares) recorded as acquisitions and a separate disposition of 636 shares at $140.78 on the same date. Reported beneficial ownership counts change across lines (examples: 120,328, 120,808, 121,516, 120,880). An indirect holding of 268 shares is held via spouse and a 401(k) plan. The form notes previous stock splits that adjusted reported amounts.

Positive

• Settlement of phantom awards into common stock converts deferred compensation into equity, increasing transparency of insider holdings
• Disclosure includes sale price ($140.78) and quantities, meeting Section 16 reporting requirements
• Footnote explains stock split adjustments, clarifying share counts

Negative

• Partial disposal of 636 shares reduces direct holdings and may represent immediate monetization of awarded shares

Insights

Financial Analyst

TL;DR: Director settled 1,538 phantom shares into common stock and sold 636 shares at $140.78, modestly changing his direct holdings.

These transactions reflect non-cash phantom awards being settled into equity, increasing share count before an immediate partial disposal. The combination of in-kind settlement (codes M) and a cash sale (code F) on the same date indicates routine award settlement and partial monetization of the resulting shares. The reported direct beneficial ownership figures move in line with the settlements and sale, and an indirect position of 268 shares is noted via the spouse 401(k). No new derivative grants or unusual vesting conditions beyond the settlements are disclosed.

Corporate Governance Expert

TL;DR: Director disclosed settlement of long-standing phantom awards into shares and a contemporaneous sale; disclosure complies with Section 16 reporting.

Settlement of prior phantom stock grants into common stock is a standard equity compensation mechanism that converts deferred, non-tradeable economic equivalents into tradable shares. The filing shows adjusted amounts reflecting prior stock splits, properly explained in the footnotes. The contemporaneous sale of 636 shares is reported with price and quantity, satisfying transparency requirements. No indication of insider trading irregularities or undisclosed related-party transactions appears in the filing text.

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).

1. Name and Address of Reporting Person^*

Gantt Greg C

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		M		350	A	(1)	120,328	D
Common Stock	10/01/2025		M		480	A	(1)	120,808	D
Common Stock	10/01/2025		M		708	A	(1)	121,516	D
Common Stock	10/01/2025		F		636	D	$140.78	120,880	D
Common Stock								268	I	By spouse 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
Phantom Stock (2015 grant)	(1)	10/01/2025		M			350(2)	10/01/2025	10/01/2025	Common Stock	350(2)	(1)	688(2)	D
Phantom Stock (2014 grant)	(1)	10/01/2025		M			480(2)	10/01/2025	10/01/2025	Common Stock	480(2)	(1)	968(2)	D
Phantom Stock (2013 grant)	(1)	10/01/2025		M			708(2)	10/01/2025	10/01/2025	Common Stock	708(2)	(1)	1,416(2)	D

Explanation of Responses:

1. Each share of phantom stock was the economic equivalent of one share of Old Dominion Freight Line, Inc. common stock. This Form 4 is being filed to report the settlement of certain outstanding phantom stock awards in shares of Old Dominion Freight Line, Inc. common stock on October 1, 2025.

2. Adjusted to reflect a two-for-one stock split on March 28, 2024 and a three-for-two stock split on March 25, 2020.

	/s/ Greg C. Gantt	10/01/2025
	** 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

Who filed this Form 4 for ODFL?

The reporting person is Greg C. Gantt, a director of Old Dominion Freight Line, Inc.

What equity awards were settled on 10/01/2025?

Phantom stock awards from 2013, 2014 and 2015 were settled: 708, 480 and 350 units respectively (total 1,538 underlying shares).

Did Greg Gantt sell any ODFL shares on 10/01/2025 and at what price?

Yes, the filing shows a disposition of 636 shares at a price of $140.78 on 10/01/2025.

Are there any indirect holdings disclosed?

Yes, the form reports an indirect holding of 268 shares held via the reporting person’s spouse in a 401(k) plan.

Were share counts adjusted for stock splits?

Yes. The filing states adjustments for a 2-for-1 split on March 28, 2024 and a 3-for-2 split on March 25, 2020.