Old Dominion Freight Line (NASDAQ: ODFL) insider adjusts 3.7% ownership stake

Rhea-AI Filing Summary

Old Dominion Freight Line insider David S. Congdon filed an amended Schedule 13G reporting updated ownership of the company’s common stock as of 12/31/2025. He now beneficially owns 7,844,895 shares, representing 3.7% of the outstanding common stock.

Congdon holds 2,685,123 shares with sole voting and dispositive power and 5,159,772 shares with shared voting and dispositive power. The holdings include shares in his 401(k) plan and various family trusts. The amendment reflects transfers of shares to other Congdon family members in connection with family trust and estate planning transactions.

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Accepted by SEC EDGAR 02/13/2026 - 05:20 PM Learn about SEC filing dates

FAQ

What did David S. Congdon report in this Schedule 13G/A for ODFL?

David S. Congdon reported his updated beneficial ownership of Old Dominion Freight Line common stock. He disclosed holding 7,844,895 shares in total, reflecting 3.7% of the company’s outstanding common stock as of December 31, 2025, after family trust and estate planning transfers.

How many Old Dominion Freight Line (ODFL) shares does David S. Congdon beneficially own?

David S. Congdon beneficially owns 7,844,895 shares of Old Dominion Freight Line common stock. This total includes shares held in his 401(k) plan and multiple family trusts where he has either sole or shared voting and investment power over the stock.

What percentage of ODFL’s common stock does David S. Congdon currently own?

David S. Congdon reports beneficial ownership of 3.7% of Old Dominion Freight Line’s common stock. This percentage is based on 7,844,895 shares attributed to him through direct holdings, his retirement plan, and various family trusts with sole or shared voting and dispositive power.

How are David S. Congdon’s ODFL shares split between sole and shared voting power?

David S. Congdon has sole voting and dispositive power over 2,685,123 Old Dominion Freight Line shares. He has shared voting and dispositive power over another 5,159,772 shares, primarily through roles as trustee or co-trustee of various Congdon family trusts holding company stock.

Why did David S. Congdon file this amended Schedule 13G for ODFL?

He filed the amendment to reflect changes in his beneficial ownership of Old Dominion Freight Line stock. The changes result from transfers to other Congdon family members carried out as part of family trust and estate planning transactions affecting how the shares are held and attributed.

What types of accounts and entities hold David S. Congdon’s ODFL shares?

His reported holdings include shares in a 401(k) retirement plan and multiple family trusts. He is trustee or co-trustee for some of these trusts, and his spouse serves as trustee for others, creating combinations of sole and shared voting and dispositive power over the ODFL shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 30)

OLD DOMINION FREIGHT LINE, INC.

(Name of Issuer)

Common Stock ($0.10 par value)

(Title of Class of Securities)

679580100

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 679580100

1

Names of Reporting Persons

David S. Congdon

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,685,123.00
6	Shared Voting Power 5,159,772.00
7	Sole Dispositive Power 2,685,123.00
8	Shared Dispositive Power 5,159,772.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

7,844,895.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.7 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: OLD DOMINION FREIGHT LINE, INC.
(b)	Address of issuer's principal executive offices: 500 Old Dominion Way Thomasville, NC 27360
Item 2.
(a)	Name of person filing: David S. Congdon
(b)	Address or principal business office or, if none, residence: 500 Old Dominion Way Thomasville, NC 27360
(c)	Citizenship: USA
(d)	Title of class of securities: Common Stock ($0.10 par value)
(e)	CUSIP No.: 679580100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 7,844,895
(b)	Percent of class: 3.7 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,685,123
	(ii) Shared power to vote or to direct the vote: 5,159,772
	(iii) Sole power to dispose or to direct the disposition of: 2,685,123
	(iv) Shared power to dispose or to direct the disposition of: 5,159,772 The securities reported herein include (i) 178,031 shares held in Mr. Congdon's 401(k) retirement plan; (ii) 2,507,092 shares held as trustee of various family trusts; (iii) 3,793,886 shares held through shared voting and investment rights as co-trustee of various family trusts; and (iv) 1,365,886 shares held through shared voting and investment rights with the shareholder's spouse as trustee of various family trusts. The shares referenced in (i)-(ii) in the preceding paragraph are reported herein as shares as to which Mr. Congdon has sole voting and dispositive power. The shares referenced in (iii) in the preceding paragraph are reported herein as shares as to which Mr. Congdon has shared voting and dispositive power. Although Mr. Congdon's spouse serves as trustee of the trusts referenced in (iv) in the preceding paragraph and, thereby, has sole voting and dispositive power with respect to such shares, these shares are reported herein as shares as to which Mr. Congdon has shared voting and dispositive power. This Schedule 13G/A is being filed to reflect changes in beneficial ownership of Old Dominion Freight Line, Inc. common stock of Mr. Congdon resulting from transfers to other Congdon family members in connection with family trust and estate planning transactions.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

David S. Congdon

Signature:	/s/ David S. Congdon
Name/Title:	David S. Congdon
Date:	02/13/2026