Old Dominion (NASDAQ: ODFL) insider trusts log stock sales and gifts

Rhea-AI Filing Summary

OLD DOMINION FREIGHT LINE, INC. insider trusts associated with Chair Emeritus & Sr. Advisor Earl E. Congdon reported a mix of open-market sales and gifts of common stock. On February 26, 2026, the Earl E. Congdon Trust - 1990 sold 10,598 shares at a weighted average price of $195.62 and 14,402 shares at a weighted average price of $196.50, through multiple transactions within narrow price ranges.

The same trust reported a bona fide gift of 2,896 shares, and a separate gift of 2,896 shares was made by the Kathryn W. Congdon Trust - 1990. After these moves, the Earl E. Congdon Trust - 1990 held 2,159,217 shares, the Earl E. Congdon GRAT Remainder Trust held 1,867,428 shares, and a 401(k) plan held 58,617 shares, all reported as indirect ownership.

Insider Trade Summary

Net Seller: 25,000 shares ($4,903,174)

Net Sell 6 txns

Insider CONGDON EARL E

Role Chair Emeritus & Sr. Advisor

Sold 25,000 shs ($4.90M)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,598	$195.62	$2.07M
Sale	Common Stock	14,402	$196.50	$2.83M
Gift	Common Stock	2,896	$0.00	--
Gift	Common Stock	2,896	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 2,176,515 shares (Indirect, By Earl E. Congdon Trust - 1990)

Footnotes (1)

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.20 to $196.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.20 to $196.87, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Form 4 Insider Transactions: What Each Field Means →

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)
02/26/2026

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	02/26/2026		S		10,598	D	$195.62(1)	2,176,515	I	By Earl E. Congdon Trust - 1990
Common Stock	02/26/2026		S		14,402	D	$196.5(2)	2,162,113	I	By Earl E. Congdon Trust - 1990
Common Stock	02/26/2026		G		2,896	D	$0	2,159,217	I	By Earl E. Congdon Trust - 1990
Common Stock	02/26/2026		G		2,896	D	$0	700,651	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								58,617	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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $195.20 to $196.03, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $196.20 to $196.87, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Earl E. Congdon	02/27/2026
	** 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 insider transactions did ODFL trusts report on February 26, 2026?

Trusts associated with Earl E. Congdon reported open-market sales and gifts of OLD DOMINION FREIGHT LINE, INC. common stock on February 26, 2026. The Earl E. Congdon Trust - 1990 executed two sales and both Congdon trusts reported bona fide gifts of 2,896 shares each.

How many ODFL shares were sold in the open market by Congdon-related trusts?

Congdon-related trusts reported open-market sales totaling 25,000 OLD DOMINION FREIGHT LINE, INC. shares. The Earl E. Congdon Trust - 1990 sold 10,598 shares at a weighted average price of $195.62 and 14,402 shares at a weighted average price of $196.50, across multiple individual transactions.

What gift transactions involving ODFL stock were disclosed in this Form 4?

The filing reports bona fide gifts of OLD DOMINION FREIGHT LINE, INC. common stock. The Earl E. Congdon Trust - 1990 gifted 2,896 shares, and the Kathryn W. Congdon Trust - 1990, with Earl Congdon’s wife as trustee, also gifted 2,896 shares, both categorized as indirect ownership disposals.

What ODFL share holdings remained in Congdon-related trusts after these transactions?

After the reported transactions, the Earl E. Congdon Trust - 1990 held 2,159,217 OLD DOMINION FREIGHT LINE, INC. shares. Separately, the Earl E. Congdon GRAT Remainder Trust held 1,867,428 shares, and a 401(k) plan associated with Earl Congdon held 58,617 shares, all reported as indirect ownership.

How were the ODFL sale prices structured in the Congdon trust transactions?

The reported sale prices for OLD DOMINION FREIGHT LINE, INC. shares are weighted averages. Shares sold at $195.62 were executed in multiple trades between $195.20 and $196.03, and those at $196.50 were executed between $196.20 and $196.87, as detailed in the transaction footnotes.