Earl Congdon Reports Insider Sale of 22,350 ODFL Shares

Rhea-AI Filing Summary

Earl E. Congdon, identified as Chair Emeritus & Senior Advisor at Old Dominion Freight Line, Inc. (ODFL), reported a non-derivative transaction on 08/25/2025. The filing shows a disposition of 22,350 shares of Common Stock (Transaction Code G) at a reported price of $0. Following the reported transaction, the Form 4 lists total beneficial ownership positions across several accounts: 2,187,113 shares held indirectly by the Earl E. Congdon Trust - 1990; 1,867,428 shares held indirectly by the Earl E. Congdon GRAT Remainder Trust; 703,547 shares held indirectly by the wife as trustee of the Kathryn W. Congdon Trust - 1990; and 68,537 shares held indirectly by a 401(k) plan. The form is signed by Earl E. Congdon on 08/26/2025.

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure of a small disposition relative to large aggregate holdings; no new material corporate governance issues disclosed.

The Form 4 documents a single non-derivative disposition of 22,350 shares by Earl E. Congdon on 08/25/2025 coded as G and reported at a price of $0. The filing also details aggregate indirect holdings across multiple trusts and a 401(k), totaling several million shares by category. This submission appears to be a routine Section 16 reporting event that updates public records of beneficial ownership. The filing contains no information about the reason for the disposition beyond the transaction code and does not report any derivative transactions or changes to governance roles.

Securities Analyst

TL;DR: Transaction is a small disposition versus reported indirect holdings; likely immaterial to ownership control or valuation.

The report shows the reporter's aggregate indirect positions across trusts and a 401(k), with the largest single reported indirect holding being 2,187,113 shares by the Earl E. Congdon Trust - 1990. The disposed amount of 22,350 shares represents a small fraction of the reported aggregate positions. No option exercises, grants, or derivative positions are disclosed in this filing. Based solely on the disclosed quantities, the transaction does not indicate a material change in control or a change in board-level ownership concentration.

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
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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 EARL E

(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)
	Chair Emeritus & Sr. Advisor

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		G		22,350	D	$0	2,187,113	I	By Earl E. Congdon Trust - 1990
Common Stock								1,867,428	I	By Earl E. Congdon GRAT Remainder Trust
Common Stock								703,547	I	By wife as trustee of the Kathryn W. Congdon Trust - 1990
Common Stock								68,537	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/ Earl E. Congdon	08/26/2025
	** 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

What transaction did Earl E. Congdon report on Form 4 for ODFL?

The Form 4 reports a disposition of 22,350 shares of Common Stock on 08/25/2025 (Transaction Code G) at a reported price of $0.

How many ODFL shares does Earl E. Congdon beneficially own after the reported transaction?

The filing lists indirect holdings including 2,187,113 shares (Earl E. Congdon Trust - 1990), 1,867,428 shares (GRAT Remainder Trust), 703,547 shares (Kathryn W. Congdon Trust - 1990), and 68,537 shares (401(k) plan).

What is the reporting person's relationship to Old Dominion Freight Line (ODFL)?

Earl E. Congdon is identified as Chair Emeritus & Senior Advisor and is marked as an officer on the Form 4.

Does the Form 4 disclose any derivative transactions or option activity for Earl E. Congdon?

No. Table II for derivative securities shows no reported derivative transactions in this filing.

When was the Form 4 signed and filed by the reporting person?

The document is signed by Earl E. Congdon and dated 08/26/2025.