Old Dominion (ODFL) Insider Gift: Congdon Disposes 2,420 Shares Twice

Rhea-AI Filing Summary

Earl E. Congdon, identified as Chair Emeritus & Sr. Advisor of Old Dominion Freight Line, Inc. (ODFL), reported transactions dated 08/21/2025 on a Form 4 filed 08/25/2025. The filing shows two G code transactions disposing of 2,420 shares each at a price of $0 (indicating gifts). The report lists post-transaction beneficial ownership positions attributed to several accounts: 2,209,463 shares for the Earl E. Congdon Trust - 1990; 703,547 shares held by wife as trustee of the Kathryn W. Congdon Trust - 1990; 1,867,428 shares held by the Earl E. Congdon GRAT Remainder Trust; and 68,537 shares held via a 401(k) plan.

Insights

Corporate Governance Expert

TL;DR: Reported gifts of ODFL shares by a long-standing insider; disclosure is routine and non-market-moving.

The Form 4 shows two transactions on 08/21/2025 coded "G," which denotes gifts, disposing of 2,420 shares in each reported line at a reported price of $0. The filing itemizes substantial beneficial ownership across multiple trusts and a 401(k) account, indicating concentrated insider ownership retained in family/trust structures. From a governance perspective, the filing is a routine insider disclosure meeting Section 16 requirements; the transactions do not indicate sales for cash or changes in control and therefore appear immaterial to the company’s operating outlook.

Securities Analyst

TL;DR: Minor insider gift transactions reported; aggregate insider holdings remain large and unchanged in nature.

The reported disposals are gifts (transaction code G) of small share amounts (2,420 shares each) and are recorded at $0 price, consistent with non-sale transfers. The document provides precise post-transaction share counts by account, showing continued substantial beneficial ownership by the reporting person and related trusts, which could be relevant for shareholder voting concentration but not for immediate liquidity or earnings impact. No derivative transactions or exercised options are reported.

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 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)
08/21/2025

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	08/21/2025		G		2,420	D	$0	2,209,463	I	By Earl E. Congdon Trust - 1990
Common Stock	08/21/2025		G		2,420	D	$0	703,547	I	By wife as trustee of the Kathryn W. Congdon Trust - 1990
Common Stock								1,867,428	I	By Earl E. Congdon GRAT Remainder Trust
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	08/25/2025
	** 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 transactions did Earl E. Congdon report on Form 4 for ODFL?

The Form 4 reports two transactions dated 08/21/2025 coded G (gifts), disposing of 2,420 shares each at a reported price of $0.

What is Earl E. Congdon's relationship to ODFL listed on the Form 4?

He is listed as Chair Emeritus & Sr. Advisor to Old Dominion Freight Line, Inc.

How many ODFL shares does the filing show as beneficially owned after the transactions?

The filing lists 2,209,463 shares (Earl E. Congdon Trust - 1990), 703,547 shares (wife as trustee of Kathryn W. Congdon Trust - 1990), 1,867,428 shares (Earl E. Congdon GRAT Remainder Trust), and 68,537 shares (401(k) plan).

Were any derivative securities reported in this Form 4?

No derivative securities are reported; Table II contains no entries.

Does the Form 4 indicate the transactions were sales for cash?

No. The transactions are coded G and listed at a price of $0, indicating they were gifts, not sales for cash.