Old Dominion (ODFL) director settles phantom awards into shares and reports a sale

Rhea-AI Filing Summary

Old Dominion Freight Line director Greg C. Gantt reported the settlement of outstanding phantom stock awards into 1,538 shares of common stock on September 1, 2025. The Form 4 shows three non-derivative acquisitions of 350, 480 and 708 shares (codes M) reflecting the conversion of phantom stock grants, and a separate sale of 636 shares at $150.97. After these transactions Mr. Gantt beneficially owned 120,614 shares directly, plus 268 shares indirectly through a spouse 401(k) plan. The filing notes the share amounts were adjusted for prior stock splits.

Positive

• Conversion of phantom awards into 1,538 shares increases the director's direct ownership
• Direct beneficial ownership reported at 120,614 shares, showing continued significant insider stake

Negative

• Disposition of 636 shares at $150.97 reduced the director's immediate shareholdings by that amount

Insights

Corporate Governance Expert

TL;DR: Director converted phantom stock into 1,538 shares and sold 636 shares; ownership remains substantive at ~120,600 shares.

The filing documents routine executive compensation settlement activity rather than open-market purchases. The conversion of phantom stock into shares is an administrative compensation event that increases the director's direct share count by 1,538 shares while a contemporaneous sale of 636 shares generated cash at $150.97 per share. The report discloses an indirect holding of 268 shares via a spouse 401(k) plan. No new derivative grants or unusual vesting terms are disclosed beyond settlement; this is typical post-vesting settlement reporting.

Securities Analyst

TL;DR: Transaction appears administratively material to insider holdings but not materially market-moving.

The disclosure shows the net effect on the director's stake: the direct beneficial ownership rises to 120,614 shares after converting phantom awards, with a reported sale of 636 shares at $150.97. These are scheduled compensation settlements (codes M) and a routine disposition (code F). There is no indication of a large, unexpected purchase or sale relative to outstanding float and no explicit trading plan referenced on the form. Impact for investors is informational regarding insider share composition.

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^*

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)
09/01/2025

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	09/01/2025		M		350	A	(1)	119,426	D
Common Stock	09/01/2025		M		480	A	(1)	119,906	D
Common Stock	09/01/2025		M		708	A	(1)	120,614	D
Common Stock	09/01/2025		F		636	D	$150.97	119,978	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)	09/01/2025		M			350(2)	09/01/2025	09/01/2025	Common Stock	350(2)	(1)	1,038(2)	D
Phantom Stock (2014 grant)	(1)	09/01/2025		M			480(2)	09/01/2025	09/01/2025	Common Stock	480(2)	(1)	1,448(2)	D
Phantom Stock (2013 grant)	(1)	09/01/2025		M			708(2)	09/01/2025	09/01/2025	Common Stock	708(2)	(1)	2,124(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 September 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	09/03/2025
	** 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 did ODFL director Greg C. Gantt report on Form 4?

He reported the settlement of phantom stock awards into 1,538 shares and a sale of 636 shares at $150.97 on September 1, 2025.

How many shares does Greg C. Gantt beneficially own after the transactions?

He beneficially owns 120,614 shares directly and 268 shares indirectly through a spouse 401(k) plan.

Were these transactions purchases, sales, or award settlements?

The filing shows settlement of phantom stock awards into shares (codes M) and a separate sale (code F) of 636 shares.

Do the reported share amounts reflect any corporate actions?

Yes, amounts were adjusted for a two-for-one stock split (Mar 28, 2024) and a three-for-two split (Mar 25, 2020) as noted in the filing.

What price was reported for the sale on the Form 4?

The sale of 636 shares was reported at a price of $150.97 per share.