Old Dominion chair reports stock gifts via trusts

OLD DOMINION FREIGHT LINE, INC.

Rhea-AI Filing Summary

OLD DOMINION FREIGHT LINE, INC. Executive Chairman David S. Congdon reported trust-related stock gifts and updated indirect holdings of the company’s common stock. On February 25, 2026, trusts associated with him recorded bona fide gifts totaling 3,822 shares of common stock with no sale proceeds.

The filing also updates indirect ownership balances across multiple family and estate-planning trusts and a 401(k) plan, each holding between a few thousand and more than one million shares. These transactions reflect portfolio and estate planning activity rather than open-market buying or selling.

Insider Trade Summary

3,822 shares gifted

Gift 15 txns

Insider CONGDON DAVID S

Role Executive Chairman

Type	Security	Shares	Price	Value
Gift	Common Stock	2,548	$0.00	$0.00
Gift	Common Stock	1,274	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
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holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 679,837 shares (Indirect, By David S. Congdon Revocable Trust Dated 12/3/91); Common Stock — 297,250 shares (Indirect, By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12); Common Stock — 481,425 shares (Indirect, The David S. Congdon 2025 GRAT); Common Stock — 1,867,428 shares (Indirect, As co-trustee of Earl E. Congdon GRAT Remainder Trust); Common Stock — 949,214 shares (Indirect, As co-trustee of the 1998 Earl E. Congdon Family Trust); Common Stock — 977,244 shares (Indirect, As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011); Common Stock — 295,670 shares (Indirect, As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby); Common Stock — 243,545 shares (Indirect, As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby); Common Stock — 1,068,636 shares (Indirect, By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99); Common Stock — 515,870 shares (Indirect, As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell); Common Stock — 199,650 shares (Indirect, As trustee of Yowell Family 2020 GST Trust); Common Stock — 2,044 shares (Indirect, As trustee of J. Benjamin Yowell 2020 Trust); Common Stock — 2,044 shares (Indirect, As trustee of Clay Yowell 2020 Trust); Common Stock — 2,044 shares (Indirect, As trustee of Andrew Yowell 2020 Trust); Common Stock — 178,031 shares (Indirect, By 401(k) plan)

Footnotes (1)

1. F1. This amount reflects receipt of a gift of 1,274 shares from the David S. Congdon Revocable Trust Dated 12/3/91 on February 25, 2026.

FAQ

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

What insider transactions did ODFL Executive Chairman David S. Congdon report?

David S. Congdon reported trust-related activity involving Old Dominion Freight Line (ODFL) common stock. On February 25, 2026, trusts associated with him made bona fide stock gifts and updated their indirect holdings, with no open-market purchases or sales disclosed.

How many Old Dominion (ODFL) shares were transferred in Congdon’s reported gifts?

Trusts associated with David S. Congdon reported bona fide gifts totaling 3,822 shares of Old Dominion Freight Line common stock. These gifts occurred on February 25, 2026 and were reported at a price of $0.00 per share, consistent with non-cash, charitable or family transfers.

Did David S. Congdon sell any ODFL shares in this Form 4 filing?

The Form 4 does not report any sales of Old Dominion Freight Line common stock. Instead, it reports bona fide gifts of shares by trusts associated with Congdon and updates to indirect holdings, indicating estate or family planning rather than market transactions.

Which entities hold ODFL shares for David S. Congdon according to this filing?

The filing shows indirect ownership of Old Dominion Freight Line shares through multiple trusts and a 401(k) plan. These include revocable and irrevocable family trusts, GRAT structures, and other estate-planning vehicles, each with its own reported post-transaction share balance.

What does the $0.00 per share price mean in Congdon’s ODFL stock gifts?

A reported price of $0.00 per share indicates the transactions were bona fide gifts, not market trades. Shares were transferred without consideration, which is typical for charitable donations or family estate-planning transfers, and does not itself imply a change in market valuation.

How many ODFL shares remain in one of Congdon’s key trusts after these transactions?

After the reported activity, one revocable trust associated with David S. Congdon holds 679,837 shares of Old Dominion Freight Line common stock. Other family and estate-planning trusts each report separate post-transaction balances, ranging from a few thousand to over one million shares.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 02/26/2026 - 04:18 PM 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^*

CONGDON DAVID S

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		G		2,548	D	$0	679,837	I	By David S. Congdon Revocable Trust Dated 12/3/91
Common Stock	02/25/2026		G		1,274	D	$0	297,250(1)	I	By wife as trustee of Helen S. Congdon Revocable Inter Vivos Trust dated 4/24/12
Common Stock								481,425	I	The David S. Congdon 2025 GRAT
Common Stock								1,867,428	I	As co-trustee of Earl E. Congdon GRAT Remainder Trust
Common Stock								949,214	I	As co-trustee of the 1998 Earl E. Congdon Family Trust
Common Stock								977,244	I	As co-trustee of the Earl and Kathryn Congdon Family Irrevocable Trust - 2011
Common Stock								295,670	I	As trustee of the Audrey Congdon Irrevocable Trust #1 FBO Megan Oglesby
Common Stock								243,545	I	As trustee of the Audrey Congdon Irrevocable Trust #2 FBO Megan Oglesby
Common Stock								1,068,636	I	By wife as trustee of David S. Congdon Irrevocable Trust No. 2 dated 11/18/99
Common Stock								515,870	I	As trustee of Audrey Congdon Irrevocable Trust No. 2 FBO Seth Yowell
Common Stock								199,650	I	As trustee of Yowell Family 2020 GST Trust
Common Stock								2,044	I	As trustee of J. Benjamin Yowell 2020 Trust
Common Stock								2,044	I	As trustee of Clay Yowell 2020 Trust
Common Stock								2,044	I	As trustee of Andrew Yowell 2020 Trust
Common Stock								178,031	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:

1. This amount reflects receipt of a gift of 1,274 shares from the David S. Congdon Revocable Trust Dated 12/3/91 on February 25, 2026.

	/s/ David S. Congdon	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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