10-K – 2026-02-24 – odfl-20251231.htm

Recently Adopted Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. We adopted ASU 2023-09 in the fourth quarter of 2025 on a retrospective basis. While the new accounting rules did not have any impact on our financial condition, results of operations or cash flows, the adoption of the new accounting rules resulted in additional disclosures, which are included in Note 4.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires public entities to disclose additional information about the nature of expenses included on the statements of operations as well as information about specific types of expenses included in the expense captions presented on the statements of operations in the notes to the financial statements on an interim and annual basis. ASU 2024-03, as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. While the new accounting rules will not have any impact on our financial condition, results of operations or cash flows, the adoption of the new accounting rules may result in additional disclosures.

 
38

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 provides a practical expedient permitting an entity to assume that conditions at the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets. This guidance, which must be applied prospectively, is effective for fiscal years beginning after December 15, 2025, and for interim periods within those fiscal years, with early adoption permitted. We plan to adopt ASU 2025-05 on a prospective basis in the first quarter of 2026 and we do not anticipate the adoption will have a material impact on our financial condition, results of operations or cash flows.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under Accounting Standards Codification 350-40, Internal-Use Software Accounting & Capitalization. ASU 2025-06 eliminates project stages and requires capitalization of software costs to begin when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform the function intended. When evaluating if a project is probable to be completed, significant development uncertainty must be assessed. Additionally, disclosures for property, plant and equipment will be required for all capitalized software costs. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027 and for interim periods within those fiscal years, with early adoption permitted. The new accounting rules can be adopted prospectively, retrospectively or using a modified transition approach. We are currently evaluating the impact of this guidance on our financial condition, results of operations and disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. ASU 2025-11 provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2025-11.

Note 2. Long-term Debt
Long-term debt, net of unamortized debt issuance costs, consisted of the following:

 

 

December 31,

 

(In thousands)

 

2025

 

 

2024

 

Senior notes

 

$

39,995

 

 

$

59,987

 

Credit agreement borrowings

 

 

—

 

 

 

—

 

Total long-term debt

 

 

39,995

 

 

 

59,987

 

Less: Current maturities

 

 

( 20,000

)

 

 

( 20,000

)

Total maturities due after one year

 

$

19,995

 

 

$

39,987

 

Note Agreement
On May 4, 2020, we entered into a Note Purchase and Private Shelf Agreement with PGIM, Inc. (“Prudential”) and certain affiliates and managed accounts of Prudential (as subsequently amended, the “Note Agreement”). The Note Agreement, which is uncommitted and subject to Prudential’s sole discretion, provides for the issuance of senior promissory notes with an aggregate principal amount of up to $ 350.0 million through March 22, 2026. On May 4, 2020, we issued $ 100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.
The Series B Notes bear interest at 3.10 % per annum and mature on May 4, 2027, unless prepaid. The first three principal payments of $ 20.0 million each were paid in May of 2023, 2024 and 2025. The remaining $ 40.0 million will be paid in two equal annual installments of $ 20.0 million in May 2026 and May 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under our third amended and restated credit agreement, dated March 22, 2023, with Wells Fargo Bank, National Association serving as administrative agent for the lenders ( as subsequently amended, the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

 
39

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

Credit Agreement
The Credit Agreement, which matures in March 2028 , initially provided for a five-year, $ 250.0 million senior unsecured revolving line of credit and a $ 150.0 million accordion feature. On May 23, 2025, we exercised the accordion feature and entered into an amendment to the Credit Agreement to increase the total borrowing capacity from existing lenders by $ 150.0 million to an aggregate of $ 400.0 million. The Credit Agreement allows for up to $ 100.0 million to be utilized for letters of credit against the line of credit, which was unchanged by the amendment.
At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (“SOFR”) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100 %, plus an applicable margin that ranges from 1.000 % to 1.375 %; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000 % to 0.375 %. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. Letter of credit fees equal to the applicable margin for SOFR loans are charged quarterly in arrears on the daily average aggregate stated amount of all letters of credit outstanding during the quarter. Commitment fees ranging from 0.090 % to 0.175 % (based upon our consolidated debt to total consolidated capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.
For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000 % and commitment fees were 0.090 %.
The Credit Agreement replaced our previous five-year, $ 250.0 million senior unsecured revolving credit agreement dated as of November 21, 2019 (the “Prior Credit Agreement”). For periods in 2023 covered under the Prior Cr edit Agreement, the applicable margin on LIBOR loans and letter of credit fees was 1.000 % and commitment fees were 0.100 %.
There were $ 37.5 million and $ 37.7 million of outstanding letters of credit at December 31, 2025 and 2024, respectiv ely. As of December 31, 2025, we had $ 362.5 million of borrowing availability under the Credit Agreement after taking into account outstanding letters of credit.
General Debt Provisions
The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. The Credit Agreement and Note Agreement also include a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment).

Note 3. Leases
We lease certain assets under operating leases, which primarily consisted of real estate leases for certain service center locations and automotive leases for private passenger vehicles. Certain operating leases provide for renewal options, which can vary by lease and are typically offered at their fair rental value. We have not made any residual value guarantees related to our operating leases; therefore, we have no corresponding liability recorded on our Balance Sheets.
The right-of-use assets and corresponding lease liabilities on our Balance Sheets represent payments over the lease term, which includes renewal options for certain real estate leases that we are likely to exercise. These renewal options included in the right-of-use assets and corresponding lease liabilities begin in 2026 and continue through 2035 , and range from three year s to five years in length. Short-term leases, which have an initial term of 12 months or less, are not included in our right-of-use assets or corresponding lease liabilities.
Of our total operating lease liabilities, $ 17.2 million and $ 15.7 million are classified as current and are presented within “ Other accrued liabilities ,” and $ 84.2 million and $ 92.6 million are classified as non-current and are presented within “ Other non-current liabilities ” on our Balance Sheets as of December 31, 2025 and 2024 , respectively. Our right-of-use assets totaled $ 96.8 million and $ 104.2 million and are presented within “ Other assets ,” which is classified as long-term, on our Balance Sheets as of December 31, 2025 and 2024, respectively.

 
40

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

Future lease payments for assets under operating leases, as well as a reconciliation to our total lease liabilities as of December 31, 2025, are as follows:

(In thousands)

 

Lease Payments

 

 2026

 

$

21,674

 

 2027

 

 

21,315

 

 2028

 

 

19,571

 

 2029

 

 

18,623

 

 2030

 

 

14,979

 

 Thereafter

 

 

20,919

 

      Total lease payments

 

$

117,081

 

 Less: imputed interest

 

 

( 15,634

)

      Total lease liabilities

 

$

101,447

 

The weighted average lease term for our operating leases was 5.3 years and 6.2 years at December 31, 2025 and 2024 , respectively. The discount rate used in the calculation of our right-of-use assets and corresponding lease liabilities was determined based on the stated rate within each contract when available, or our collateralized borrowing rate from lending institutions. The weighted average discount rate for our operating leases was 4.8 % and 4.9 % as of December 31, 2025 and 2024, respectively.
Cash paid for amounts included in the measurement of our lease liabilities was $ 21.2 million and $ 21.3 million for the years ended December 31, 2025 and 2024 , respectively. Certain operating leases include rent escalation provisions, which we recognize as expense on a straight-line basis. Lease expense is presented within “Operating supplies and expenses” or “General supplies and expenses,” depending on the nature of the use of the leased asset. Aggregate expense under operating leases was $ 23.8 million, $ 23.3 million and $ 24.5 million for 2025, 2024 and 2023, respectively. During the years ended December 31, 2025 and 2024 , we increased our right-of-use assets by $ 10.2 million and $ 5.0 million, respectively, in exchange for new operating lease liabilities.

Note 4. Income Taxes
The components of the provision for income taxes are as follows:

 

 

Year Ended December 31,

 

(In thousands)

 

2025

 

 

2024

 

 

2023

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

280,072

 

 

$

284,679

 

 

$

288,030

 

State

 

 

68,780

 

 

 

67,505

 

 

 

66,903

 

 

 

 

348,852

 

 

 

352,184

 

 

 

354,933

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

( 11,333

)

 

 

18,585

 

 

 

42,728

 

State

 

 

86

 

 

 

755

 

 

 

10,613

 

 

 

 

( 11,247

)

 

 

19,340

 

 

 

53,341

 

Total:

 

 

 

 

 

 

 

 

 

Federal

 

 

268,739

 

 

 

303,264

 

 

 

330,758

 

State

 

 

68,866

 

 

 

68,260

 

 

 

77,516

 

     Total provision for income taxes

 

$

337,605

 

 

$

371,524

 

 

$

408,274

 

 

 
41

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

The following is a reconciliation of income tax expense and the effective tax rate calculated using the U.S. statutory federal income tax rate to our provision for income taxes for 2025, 2024, and 2023:

 

 

Year Ended December 31,

 

 

 

2025

 

 

2024

 

 

2023

 

(Amounts in thousands)

 

Amount

 

Rate

 

 

Amount

 

Rate

 

 

Amount

 

Rate

 

Income tax expense at U.S. statutory rate

 

$

285,875

 

 

21.0

%

 

$

327,095

 

 

21.0

%

 

$

346,033

 

 

21.0

%

Federal tax credits

 

 

( 8,557

)

 

( 0.6

)%

 

 

( 8,600

)

 

( 0.6

)%

 

 

—

 

 

—

%

Federal other, net

 

 

5,476

 

 

0.4

%

 

 

( 1,014

)

 

0.0

%

 

 

3,074

 

 

0.2

%

State income taxes, net of federal benefit

 

 

54,811

 

 

4.0

%

 

 

54,043

 

 

3.5

%

 

 

59,167

 

 

3.6

%

     Total provision for income taxes

 

$

337,605

 

 

24.8

%

 

$

371,524

 

 

23.9

%

 

$

408,274

 

 

24.8

%

The majority of the State income taxes, net of federal benefit for 2025 is comprised of California, Georgia, Illinois, Indiana, Kansas, Minnesota, Pennsylvania, Virginia and Wisconsin. The majority of the State income taxes, net of federal benefit for 2024 is comprised of California, Georgia, Iowa, Illinois, Indiana, Kansas, Pennsylvania, Tennessee, and Virginia. The majority of the State income taxes, net of federal benefit for 2023 is comprised of California, Georgia, Iowa, Illinois, Indiana, Kansas, Minnesota, Pennsylvania, and Virginia.
Deferred tax assets and liabilities are included in “Deferred income taxes” on our Balance Sheets and consist of the f ollowing:

 

 

December 31,

 

(In thousands)

 

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

 

Claims and insurance reserves

 

$

34,245

 

 

$

32,866

 

Accrued vacation

 

 

26,334

 

 

 

23,379

 

Deferred compensation

 

 

44,668

 

 

 

41,387

 

Other

 

 

12,486

 

 

 

11,341

 

Total deferred tax assets

 

 

117,733

 

 

 

108,973

 

 

 

 

 

 

 

 

Deferred tax liabilities:

 

 

 

 

 

 

Depreciation and amortization

 

 

( 483,012

)

 

 

( 485,808

)

Other

 

 

( 5,404

)

 

 

( 5,095

)

Total deferred tax liabilities

 

 

( 488,416

)

 

 

( 490,903

)

Net deferred tax liability

 

$

( 370,683

)

 

$

( 381,930

)

We are subject to U.S. federal income tax, as well as income tax of multiple state tax jurisdictions. We remain open to examination by the Internal Revenue Service for tax years 2022 through 2025 . We also remain open to examination by various state tax jurisdictions for tax years 2021 through 2025 .
The Company’s liability for unrecognized tax benefits was immaterial as of December 31, 2025 and 2024. Interest and penalties related to uncertain tax positions, which were immaterial in 2025, 2024 and 2023, are recorded in “Provision for income taxes” on our Statements of Operations. Changes in our liability for unrecognized tax benefits could affect our effective tax rate, if recognized, but we do not expect any material changes within the next twelve months.

 
42

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

The components of income taxes paid are as follows:

 

 

Year Ended December 31,

 

(In thousands)

 

2025

 

 

2024

 

 

2023

 

Federal (1)

 

$

268,555

 

 

$

274,424

 

 

$

292,040

 

State

 

$

63,167

 

 

 

63,191

 

 

 

69,408

 

Total income taxes paid

 

$

331,722

 

 

$

337,615

 

 

$

361,448

 

(1) Includes payments of $ 189.1 million and $ 177.5 million in 2025 and 2024, respectively for purchased federal tax credits to offset estimated tax payments. In 2023, we had no purchased federal tax credits.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”), which includes a broad range of tax reform provisions affecting businesses, was signed into law in the U.S. The provisions of the Act applicable to our Company did not have a material impact on our financial statements for the quarter or year ended December 31, 2025. We do not expect the Act to have a material impact on our effective tax rate in the future. However, we do anticipate future cash tax benefits due to changes in the laws for depreciation.

Note 5. Related Party Transactions
John R. Congdon, Jr., a member of our Board of Directors, is the cousin of David S. Congdon, Executive Chairman of our Board of Directors. We regularly disclose the amount of compensation that we pay to these individuals, as well as the compensation paid to any of their family members employed by us that from time to time may require disclosure, in the proxy statement for our Annual Meeting of Shareholders.

Note 6. Employee Benefit Plans
Defined Contribution Plan
Full-time employees meeting certain eligibility requirements are automatically enrolled in our 401(k) employee retirement plan, unless the employee elects not to defer any compensation. Employee contributions are limited to a percentage of the employee’s compensation, as defined in the plan. We match a percentage of our employees’ contributions up to certain maximum limits. In addition, we may also provide a discretionary matching contribution as specified in the plan. Our employer contributions, net of forfeitures, for 2025, 2024 and 2023 were $ 96.5 million, $ 112.9 million and $ 119.5 million, respectively.
Deferred Compensation Plan
We maintain a nonqualified deferred compensation plan for the benefit of certain eligible employees, including those whose contributions to the 401(k) employee retirement plan are limited due to provisions of the Internal Revenue Code. Participating employees may elect to defer receipt of a percentage of their compensation, as defined in the plan, and the deferred amount is credited to each participant’s deferred compensation account. The plan is not funded, and the Company does not make a matching contribution to this plan. Although the plan is not funded, participants are allowed to select investment options for which their deferrals and future earnings are deemed to be invested. Participant accounts are adjusted to reflect participant deferrals and the performance of their deemed investments. The amounts owed to the participants totaled $ 119.6 million and $ 109.4 million at December 31, 2025 and 2024 , respectively. Of these amounts, $ 9.2 million and $ 9.0 million were included in “Compensation and benefits” on our Balance Sheets as of December 31, 2025 and 2024 , respectively, and $ 110.4 million and $ 100.4 million were included in “Other non-current liabilities” on our Balance Sheets as of December 31, 2025 and 2024 , respectively.

Note 7. Earnings Per Share
Basic earnings per share is computed by dividing net income by the daily weighted average number of shares of our common stock outstanding for the period, excluding unvested restricted stock. Unvested restricted stock is included in common shares outstanding on our Balance Sheets.
Diluted earnings per share is computed using the treasury stock method. The denominator used in calculating diluted earnings per share includes the impact of unvested restricted stock and other dilutive, non-participating securities under our equity award agreements. Contingently issuable shares under performance-based award agreements are included in, or excluded from, the

 
43

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

denominator depending on whether the performance target is deemed to have been achieved, or not to have been achieved, using the assumption that the end of the reporting period is treated as the end of the contingency period.
The following table provides a reconciliation of the number of shares of co mmon stock used in computing basic and diluted earnings per share:

 

 

Year Ended December 31,

 

(In thousands)

 

2025

 

 

2024

 

 

2023

 

Weighted average shares outstanding - basic

 

 

210,535

 

 

 

215,326

 

 

 

218,842

 

Dilutive effect of share-based awards

 

 

1,063

 

 

 

1,159

 

 

 

1,338

 

Weighted average shares outstanding - diluted

 

 

211,598

 

 

 

216,485

 

 

 

220,180

 

 
Note 8. Share-Based Compensation
Stock Incentive Plan
On May 21, 2025, our shareholders approved the Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan (the “Stock Incentive Plan”) previously approved by our Board of Directors. The Stock Incentive Plan is intended to serve as our primary equity incentive plan, although the terms of the 2016 Stock Incentive Plan (the “Prior Plan”), the 2005 Phantom Stock Plan, as amended, and the 2012 Phantom Stock Plan, as amended, will continue to govern all awards previously granted under such plans, as applicable, until such awards have been settled, forfeited, canceled or have otherwise expired or terminated. Awards may be granted under the Stock Incentive Plan until May 20, 2035, or any earlier termination date set by our Board of Directors. The Stock Incentive Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted awards, performance awards, phantom stock awards and other stock-based awards or dividend equivalent awards to selected employees and non-employee directors. The maximum number of shares of common stock that we may issue or deliver pursuant to awards granted under the Stock Incentive Plan is 6,000,000 shares. The outstanding shares under the Prior Plan, of which 3,467,711 shares were available for award on May 21, 2025, were not carried forward to the Stock Incentive Plan and no further grants will be made under the Prior Plan after May 21, 2025.
Restricted Stock Awards
During 2025, we granted restricted stock awards to selected employees under the Prior Plan and we granted restricted stock awards to non-employee directors under the Stock Incentive Plan. During 2024 and 2023 , we granted restricted stock awards to selected employees and non-employee directors under the Prior Plan. The employee restricted stock awards vest in three equal annual installments on each anniversary of the grant date, and the non-employee director restricted stock awards generally vest in full on the first anniversary of the grant date. In both cases, the restricted stock awards are subject to accelerated vesting due to death, total disability, or change in control of the Company.
Subject to the foregoing, unvested restricted stock awards are generally forfeited upon termination of employment, unless otherwise approved by the Board of Directors or the Talent and Compensation Committee. The restricted stock awards accrue dividends while the award is unvested and only carry rights to receive the accrued dividends once vested.
Compensation cost for restricted stock awards is measured at the grant date based on the fair market value per share of our common stock, net of estimated forfeitures.
The following table summarizes our restricted stock award activity for employees and non-employee directors:

 

 

Shares

 

 

Weighted Average
Grant Date Fair
Value Per Share

 

Unvested at January 1, 2025

 

 

108,428

 

 

$

196.16

 

Granted

 

 

63,414

 

 

 

196.72

 

Vested

 

 

( 56,378

)

 

 

187.59

 

Forfeited

 

 

( 3,738

)

 

 

192.78

 

Unvested at December 31, 2025

 

 

111,726

 

 

$

200.91

 

 

 
44

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

 
The weighted average grant date fair value per restricted stock award granted during fiscal years 2025, 2024 and 2023 was $ 196.72 , $ 212.19 and $ 179.77 , respectively. The total fair value of vested restricted stock awards for fiscal years 2025, 2024 and 2023 was $ 10.9 million, $ 13.9 million and $ 18.1 million, respectively. At December 31, 2025 , the Company had $ 11.9 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested restricted stock awards that are expected to be recognized over a weighted average period of 1.6 years.
Performance-Based Restricted Stock Units
During February 2025, we granted the 2025 PBRSUs to selected employees under the Prior Plan. The 2025 PBRSUs were market-based awards that will be earned over a three-year performance period based on a comparison of the total shareholder return (“TSR”) of our common stock compared to the TSR of a group of peer companies identified by our Talent and Compensation Committee. The 2025 PBRSUs earned may range from zero to 200 % of the target award and are subject to accelerated vesting due to death, total disability, retirement, or change in control of the Company. Subject to the foregoing, unvested 2025 PBRSUs are generally forfeited if the minimum threshold performance target is not achieved or upon termination of employment. The unvested 2025 PBRSUs did not include voting rights or dividend participation rights. Shares earned under the 2025 PBRSUs will be issued in the first quarter of the year following the end of the performance period. Compensation cost , net of estimated forfeitures, for the 2025 PBRSUs was based on the fair value of the awards at the grant date measured using the Monte Carlo simulation model and will be recognized as expense on a straight-line basis over the three-year performance period. The key assumptions used in this model include expected volatility, dividend yield and risk-free rate. The estimate of expected volatility for the 2025 PBRSUs was based upon historical stock price volatility and the length of the performance period. The dividend yield was based on the most recent dividends paid and the three-month average stock price. The risk-free interest rate was based on zero-coupon U.S. Treasury bonds. For the 2025 PBRSUs, inputs for expected volatility, dividend yield and the risk-free rate were 35.89 %, 0.53 % and 4.28 %, respectively.
Prior to 2025, we granted Prior PBRSUs to selected employees under the Prior Plan that were earned based on the achievement of stated Company financial performance metrics over a one-year performance period. One-third of the earned Prior PBRSUs vested following the end of the one-year performance period if the financial performance metrics were satisfied, with an additional one-third of the Prior PBRSUs vesting on each of the next two grant date anniversaries. Earned Prior PBRSUs were subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested Prior PBRSUs were generally forfeited if minimum threshold performance targets were not achieved or upon termination of employment. The unvested Prior PBRSUs did not include voting rights or dividend participation rights. Compensation cost, net of estimated forfeitures, for the Prior PBRSUs was based on the fair market value per share of our common stock at the grant date, with consideration given to the probability of achieving the financial performance targets. At the end of each reporting period, we reassessed the probability of achieving the financial performance targets and any changes to our initial assessment were reflected in the reporting period in which the change in estimate occurred. As of December 31, 2025, there were no outstanding Prior PBRSUs.
The following table summarizes our activity for PBRSUs for employees during 2025:

 

 

Shares

 

 

Weighted Average
Grant Date Fair
Value Per Share

 

Unvested at January 1, 2025

 

 

8,262

 

 

$

155.11

 

Granted

 

 

18,997

 

 

 

248.31

 

Vested

 

 

( 8,262

)

 

 

155.11

 

Forfeited

 

 

—

 

 

 

—

 

Unvested at December 31, 2025

 

 

18,997

 

 

$

248.31

 

The weighted average grant date fair value per share for the 2025 PBRSUs w as $ 248.31 . Prior PBRSUs granted for the 2024 and 2023 performance period were not earned as the financial performance metrics were not met. The total fair value of vested PBRSUs for fiscal years 2025, 2024 and 2023 w as $ 1.6 million, $ 5.8 million and $ 12.3 million, respectively. At December 31, 2025 , we had $ 3.1 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested 2025 PBRSUs that are expected to be recognized over a weighted average period of 2.1 y ears.

 
45

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

Phantom Stock Awards
A summary of the changes in the number of outstanding phantom stock awards during the year ended December 31, 2025 is provided below. There were no phantom stock awards granted during 2025.

 

Total
Phantom
Shares

 

 

Weighted Average
Grant Date Fair
Value Per Share

 

Balance of shares outstanding at January 1, 2025

 

985,492

 

 

$

60.25

 

Settled

 

( 63,039

)

 

 

60.32

 

Forfeited

 

—

 

 

 

—

 

Balance of shares outstanding at December 31, 2025

 

922,453

 

 

$

60.24

 

 
All outstanding phantom stock awards were vested at December 31, 2025. The outstanding phantom stock awards will be settled in shares of our common stock equal to the number of vested shares of phantom stock on the applicable settlement date. The shares of common stock will generally be distributed in twenty-four substantially equal monthly installments commencing on the first day of the sixth calendar month following such settlement date.

Note 9. Fair Value Measurements
Long-term Debt
The carrying value of our total long-term debt, including current maturities, was $ 40.0 million and $ 60.0 million at December 31, 2025 and 2024 , respectively. The estimated fair value of our total long-term debt, including current maturities, was $ 39.1 million and $ 56.5 million at December 31, 2025 and 2024 , respectively. The fair value measurement of our Series B Notes was determined using a discounted cash flow analysis that factors in current market yields for comparable borrowing arrangements under our credit profile. Since this methodology is based upon market yields for comparable arrangements, the measurement is categorized as Level 2 under the three-level fair value hierarchy as established by the FASB.

Note 10. Commitments and Contingencies
We are involved in or addressing various legal proceedings and claims, governmental inquiries, notices and investigations that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which may be covered in whole or in part by insurance. Certain of these matters include collective and/or class-action allegations. We do not believe that the resolution of any of these matters will have a material adverse effect upon our financial position, results of operations or cash flows.

Note 11. Segment Information
We have one operating and reportable segment that provides regional, inter-regional and national LTL services through a single integrated, union-free organization. We derive revenue primarily in North America and manage our business activities on a Company-wide basis. For the last three fiscal years, more than 95 % of our revenue was derived from services performed in the United States and less than 5 % of our revenue was generated from services performed internationally. Additionally, no single customer exceeds 5% of our revenue. The accounting policies of our reportable segment are the same as those described in Note 1.
Our chief operating decision maker (“CODM”) , who is our President and Chief Executive Officer, reviews Company-wide financial information. The CODM uses “Net income” on our Statements of Operations to make capital allocation and spending decisions, which is initially performed as part of our annual strategic planning process. As part of our strategic planning process, we develop an annual budget for capital expenditures to support our forecasted tonnage and shipment growth. This annual capital expenditure plan, and any other spending decisions that the CODM believes will help prepare our Company for future growth, are generally considered our first priorities for allocating capital. Once those decisions are made, other capital considerations may include share repurchases, dividends, and acquisitions. The CODM monitors actual results against forecast throughout the year and evaluates necessary changes in operating activities or capital allocation. Segment assets are reported as “Total assets” on our Balance Sheets but “Total assets” are not used to measure segment performance or allocate resources. Long-lived assets, which consist primarily of property and equipment, net, are all located in the United States.
 

 
46

OLD DOMINION FREIGHT LINE, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
 

The following table presents financial information with respect to our segment:

 

 

Year Ended December 31,

 

(In thousands)

 

2025

 

 

2024

 

 

2023

 

Revenue from operations

 

$

5,496,389

 

 

$

5,814,810

 

 

$

5,866,152

 

 

 

 

 

 

 

 

 

 

Less significant expenses:

 

 

 

 

 

 

 

 

 

Salaries and wages

 

 

1,883,020

 

 

 

1,958,390

 

 

 

1,912,231

 

Employee benefit costs

 

 

752,305

 

 

 

730,924

 

 

 

717,445

 

Operating supplies and expenses

 

 

570,981

 

 

 

635,320

 

 

 

718,326

 

General supplies and expenses

 

 

169,161

 

 

 

176,546

 

 

 

162,416

 

Operating taxes and licenses

 

 

138,940

 

 

 

144,690

 

 

 

145,642

 

Insurance and claims

 

 

74,416

 

 

 

92,359

 

 

 

75,368

 

Communications and utilities

 

 

38,939

 

 

 

40,827

 

 

 

43,269

 

Depreciation and amortization

 

 

364,683

 

 

 

344,568

 

 

 

324,435

 

Purchased transportation

 

 

110,036

 

 

 

122,815

 

 

 

121,516

 

Miscellaneous expenses, net

 

 

32,863

 

 

 

24,373

 

 

 

4,831

 

Total non-operating income

 

 

( 263

)

 

 

( 13,599

)

 

 

( 7,103

)

Provision for income taxes

 

 

337,605

 

 

 

371,524

 

 

 

408,274

 

Segment net income

 

$

1,023,703

 

 

$

1,186,073

 

 

$

1,239,502

 

See the Company’s financial statements for other financial information regarding our segment as there are no reconciling items or adjustments between segment and total Company.

 
47

 

Report of Independent Registered Public Accounting Firm
 
To the Shareholders and the Board of Directors of Old Dominion Freight Line, Inc.
 
Opinion on the Financial Statements
 
We have audited the accompanying balance sheets of Old Dominion Freight Line, Inc. (the Company) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026 expressed an unqualified opinion thereon.

 
Basis for Opinion
 
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 
Critical Audit Matter
 
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
 

 

Self-Insurance Reserves for Bodily Injury/Property Damage (“BIPD”) and Workers’ Compensation
 
 

Description of the Matter

The liability for claims and insurance totaled $168.8 million at December 31, 2025, and the majority of this amount represents the self-insurance reserves for BIPD and workers’ compensation claims. The long-term portion of this liability was $89.9 million, which was included in “Other non-current liabilities”, and the remainder was included in “Claims and insurance accruals” on the Company’s Balance Sheets.

As described in Note 1 to the financial statements, claims and insurance accruals include the estimated cost of claims for BIPD and workers' compensation. These accruals include estimates for both future claims development on reported claims as well as claims incurred but not yet reported. The Company uses historical claims experience, known trends and third-party actuarial estimates to determine the liabilities for each of the BIPD and workers’ compensation reserves. These analyses are complex and require significant judgment as the models utilize multiple valuation methods and reflect subjective assumptions, including 1) the weighting of

48

 

 

such methods, 2) the loss ratio, 3) the loss trend factor, and 4) the loss development factor, among other assumptions.
 

How We Addressed the Matter in Our Audit

We identified and tested internal controls over management’s review of the estimate for self-insurance reserves for BIPD and workers’ compensation claims, including controls over the completeness and accuracy of data inputs used in the Company’s third-party calculations, the assumptions and reserve calculations, as well as management’s evaluation of service organization controls and user controls over certain of the Company’s claims data that is managed by a third-party administrator.

To test the self-insurance reserves for BIPD and workers’ compensation claims balances, our audit procedures included, among others, evaluating the methodologies used and the significant assumptions discussed above, as well as performing procedures with respect to underlying data and calculations used in the Company’s third-party analyses. We involved our actuarial specialists to assist in our evaluation of the appropriateness of the methods and assumptions used as well as to independently calculate ranges of reasonable reserve estimates developed based on independently selected assumptions and to compare such ranges to the Company’s recorded reserves. We tested claims data by comparing the data to supporting source documentation and payment information as well as performing trend analyses.

 
/s/ Ernst & Young LLP
 
We have served as the Company’s auditor since 1994.
 
Raleigh, North Carolina
 
February 24, 2026

49

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
a) Evaluation of disclosure controls and procedures

As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Exchange Act. Based on this evaluation as of the end of the period covered by this report, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
b) Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with Exchange Act Rule 13a-15(f). Management has conducted an evaluation, with the participation of our CEO and CFO, of the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “2013 Framework”). Management concluded that our internal control over financial reporting was effective as of December 31, 2025, based on our evaluation under the 2013 Framework.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, in designing a control system, we must take into account the benefits of controls relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February 24, 2026, which is included herein.
c) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

50

 

Report of Independent Registered Public Accounting Firm
 
To the Shareholders and the Board of Directors of Old Dominion Freight Line, Inc.
 
Opinion on Internal Control over Financial Reporting
 
We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Old Dominion Freight Line, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 24, 2026 expressed an unqualified opinion thereon.
 
Basis for Opinion
 
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
Definition and Limitations of Internal Control Over Financial Reporting
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
/s/ Ernst & Young LLP
 
Raleigh, North Carolina
 
February 24, 2026

51

 

ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 2025 , no member of the Board of Directors or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE
The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders under the captions “Proposal 1 – Election of Directors,” “Executive Officers,” “Corporate Governance – Attendance and Committees of the Board – Audit Committee,” “Corporate Governance – Director Nominations,” “Corporate Governance - Insider Trading Policy ” and “Delinquent Section 16(a) Reports” (to the extent reported therein), and the information therein is incorporated herein by reference.
We have adopted a “Code of Business Conduct” that applies to all of our directors and officers and other employees, including our principal executive officer, principal financial officer and principal accounting officer. Our Code of Business Conduct is publicly available and is posted on our website at https://ir.odfl.com/governance-docs. To the extent permissible under applicable law, the rules of the SEC and Nasdaq listing standards, we intend to disclose on our website any amendment to our Code of Business Conduct, or any grant of a waiver from a provision of our Code of Business Conduct, that requires disclosure under applicable law, the rules of the SEC or Nasdaq listing standards.
ITEM 11. EXECUTI VE COMPENSATION
The information required by Item 11 of Form 10-K will appear in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders under the captions “Corporate Governance – Compensation Committee Interlocks and Insider Participation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Executive Compensation,” and “Director Compensation,” and the information therein is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 of Form 10-K will appear in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders under the captions “Equity Compensation Plan Information” and “Security Ownership of Management and Certain Beneficial Owners,” and the information therein is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 of Form 10-K will appear in the Company’s proxy statement for the 2026 Annual Meeting of Shareholders under the captions “Corporate Governance – Independent Directors” and “Related Person Transactions,” and the information therein is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOU NTING FEES AND SERVICES
The information required by Item 14 of Form 10-K will appear in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders under the captions “Corporate Governance – Audit Committee Pre-Approval Policies and Procedures” and “Independent Registered Public Accounting Firm Fees and Services,” and the information therein is incorporated herein by reference.

52

 

PART IV
ITEM 15. EXHIBITS, FINAN CIAL STATEMENT SCHEDULES
(a)(1) Financial Statements.
The following financial statements of Old Dominion Freight Line, Inc. are included in Item 8:
Balance Sheets – December 31, 2025 and December 31, 2024
Statements of Operations – Years ended December 31, 2025, December 31, 2024 and December 31, 2023
Statements of Changes in Shareholders’ Equity – Years ended December 31, 2025, December 31, 2024 and December 31, 2023
Statements of Cash Flows – Years ended December 31, 2025, December 31, 2024 and December 31, 2023
Notes to the Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 )
(a)(2) Financial Statement Schedules.
The Schedule II – Valuation and Qualifying Accounts schedule of Old Dominion Freight Line, Inc. is included below:
Schedule II
Old Dominion Freight Line, Inc.
Valuation and Qualifying Accounts
 

(In thousands)

 

Allowance for Uncollectible Accounts (1)

 

Year Ended December 31,

 

Balance at
Beginning
of Period

 

 

Charged to
Expense

 

 

Deductions (2)

 

 

Balance at
End of
Period

 

2023

 

$

6,677

 

 

$

1,670

 

 

$

2,239

 

 

$

6,108

 

2024

 

$

6,108

 

 

$

2,011

 

 

$

1,744

 

 

$

6,375

 

2025

 

$

6,375

 

 

$

2,690

 

 

$

2,469

 

 

$

6,596

 

 
(1) This table does not include any allowances for revenue adjustments that result from billing corrections, customer allowances, money-back service guarantees and other miscellaneous revenue adjustments that are recorded in our revenue from operations.

(2) Uncollectible accounts written off, net of recoveries.

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the instructions thereto or are inapplicable and, therefore, have been omitted.

(a)(3) Exhibits Filed.
The exhibits listed in the accompanying Exhibit Index are filed as a part of this report.
(b) Exhibits.
See the Exhibit Index immediately preceding the signatures to this Annual Report on Form 10-K.
(c) Separate Financial Statements and Schedules.
None.
ITEM 16. FORM 10-K SUMMARY
None.

53

 

EXHIBIT INDEX
TO ANNUAL REPORT ON FORM 10-K
OLD DOMINION FREIGHT LINE, INC.
FOR YEAR ENDED DECEMBER 31, 2025
 

Exhibit No.

Description

 

3.1.1

Amended and Restated Articles of Incorporation of Old Dominion Freight Line, Inc. (as amended July 30, 2004) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed on August 6, 2004)

3.1.2

Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed on August 9, 2012)

 

3.1.3

 

Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, filed on August 6, 2020)

 

 

 

3.1.4

 

Articles of Amendment of Old Dominion Freight Line, Inc. (Incorporated by reference to exhibit 3.1(4) contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed on August 5, 2024)

 

 

 

3.2

 

Amended and Restated Bylaws of Old Dominion Freight Line, Inc. (as amended through October 19, 2022) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on October 20, 2022)

 

4.1

Specimen certificate of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023)

 

4.15

 

Description of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 25, 2025)

 

 

 

4.16

 

Note Purchase and Private Shelf Agreement among Old Dominion Freight Line, Inc., PGIM, Inc. and certain affiliates and managed accounts of PGIM, Inc., as purchasers, dated as of May 4, 2020 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed on May 5, 2020)

 

 

 

4.17

 

First Amendment to Note Purchase and Private Shelf Agreement, dated March 22, 2023, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of the Notes (as defined therein) (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K, filed on March 23, 2023)

 

 

 

4.18

 

Third Amended and Restated Credit Agreement, dated March 22, 2023, among Old Dominion Freight Line, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders named therein (Incorporated by reference to the exhibit of the same number contained in the Company's Current Report on Form 8-K, filed on March 23, 2023)

 

 

 

4.19

 

First Amendment to Third Amended and Restated Credit Agreement, dated as of August 28, 2024, among Old Dominion Freight Line, Inc., the Lenders defined therein, and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 6, 2024)

 

 

 

4.20

 

Second Amendment to Note Purchase and Private Shelf Agreement, made and entered into as of August 28, 2024, by and among Old Dominion Freight Line, Inc., PGIM, Inc. and the other holders of Notes (as defined therein) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 6, 2024)

 

 

 

4.21

 

Second Amendment to Third Amended and Restated Credit Agreement and Commitment Increase Agreement, dated as of May 23, 2025, among Old Dominion Freight Line, Inc., the Lenders defined therein, and Wells Fargo Bank, National Association, as administrative agent (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 6, 2025)

 

 

 

10.17.15*

Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on November 5, 2012)

54

 

10.17.16*

Form of Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on November 5, 2012)

10.17.20*

First Amendment to the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)

10.18.4*

Form of Old Dominion Freight Line, Inc. Director Phantom Stock Plan Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on August 8, 2008)

 

10.18.7*

Old Dominion Freight Line, Inc. Director Phantom Stock Plan, as amended through April 1, 2011 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed on May 9, 2011)

10.18.9*

2014 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective February 20, 2014 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed on May 6, 2014)

 

10.18.12*

 

Old Dominion Freight Line, Inc. Director Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020)

 

 

 

10.18.13*

 

Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. Director Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 26, 2020)

 

 

 

10.18(17)*

 

Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the 2026 Annual Meeting of Shareholders

 

 

 

10.19.1*

Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 16, 2005 (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on May 20, 2005)

10.19.3*

Form of Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on February 21, 2006)

 

10.19.4*

Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of January 1, 2009 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 2, 2009)

10.19.6*

Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 18, 2009 (Incorporated by reference to Exhibit 10.19.4 contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed on August 7, 2009)

10.19.7*

2011 Declaration of Amendment to Old Dominion Freight Line, Inc. Phantom Stock Plan, effective as of May 17, 2011 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, filed on November 8, 2011)

10.19.8*

Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on July 5, 2012)

 

10.19.9*

2014 Declaration of Second Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of August 7, 2014 (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 5, 2014)

10.19.10*

2015 Declaration of Amendment to the Old Dominion Freight Line, Inc. Phantom Stock Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)

10.19.11*

2016 Declaration of Amendment to Old Dominion Freight Line, Inc. Director Phantom Stock Plan, effective as of February 25, 2016 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 29, 2016)

55

 

10.19.12*

 

Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives (As Amended and Restated Effective October 31, 2018) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on November 1, 2018)

 

 

 

10.19.13*

 

Old Dominion Freight Line, Inc. Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on December 19, 2019)

 

 

 

10.19.14*

 

Amendment to Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K filed on December 19, 2019)

 

 

 

10.19.15*

 

Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on December 19, 2019)

 

 

 

10.19.16*

 

Amendment to Old Dominion Freight Line, Inc. Phantom Stock Award Agreement (under the Old Dominion Freight Line, Inc. 2012 Phantom Stock Plan (As Amended and Restated Through December 16, 2019)) (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on December 19, 2019)

 

 

 

10.20.1*

2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., effective January 1, 2006 (as restated and effective January 1, 2009) (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 1, 2010)

10.20.2*

Form of Annual Salary and Bonus Deduction Agreement (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on February 21, 2006)

 

 

 

10.20.3*

Second Amendment to 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc., as amended, effective November 10, 2011 (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 29, 2012)

10.20.4*

Third Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 7, 2015)

 

 

 

10.20.5*

 

Fourth Amendment to the 2006 Nonqualified Deferred Compensation Plan of Old Dominion Freight Line, Inc. (Incorporated by reference to the exhibit of the same number contained in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 3, 2022)

 

10.21*

Old Dominion Freight Line, Inc. Performance Incentive Plan (Incorporated by reference to the exhibit of the same number contained in the Company’s Current Report on Form 8-K, filed on June 3, 2008)

 

 

 

10.21.1*

 

Old Dominion Freight Line, Inc. Performance Incentive Plan (As Amended and Restated Through January 30, 2019) (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 27, 2019)

10.23*

Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan (Incorporated by reference to Exhibit 99 contained in the Company’s Registration Statement on Form S-8 (File No. 333-211464), filed on May 19, 2016)

10.23.2*

Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 8, 2016)

 

 

 

10.23.4*

 

Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Award Agreement (Employees) (Incorporated by reference to the exhibit of the same number contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022)

 

 

 

10.23.5*

 

Form of Old Dominion Freight Line, Inc. 2016 Stock Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (Employees) (Incorporated by reference to the exhibit of the same number contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed on February 23, 2022)

 

 

 

10.24*

 

Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 contained in the Company's Registration Statement on Form S-8 (File No. 333-287462), filed on May 21, 2025)

 

 

 

56

 

10.25*
 

 

Form of Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan Restricted Stock Award Agreement (Employees) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 6, 2025)

 

 

 

10.26*
 

 

Form of Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (Employees) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 6, 2025)

 

 

 

10.27*

 

Form of Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan Restricted Stock Award Agreement (Non-Employee Directors)  (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 6, 2025)

 

 

 

19.1

 

Old Dominion Freight Line, Inc. Policy Statement on the Prevention of Insider Trading

23.1

Consent of Ernst & Young LLP

 

31.1

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

97

 

Old Dominion Freight Line, Inc. Clawback Policy (as updated October 18, 2023) (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 26, 2024)

101

The following financial information from our Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 24, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, 2025 and 2024, (ii) the Statements of Operations for the years ended December 31, 2025, 2024 and 2023, (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, 2025, 2024 and 2023, (iv) the Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, and (v) the Notes to the Financial Statements

 

 

 

104

 

The cover page from our Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL

 
 
* Denotes an executive compensation plan or agreement
 
Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582.

57

 

SIGNAT URES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 

 

 

OLD DOMINION FREIGHT LINE, INC.

 

 

 

 

 

Dated:

February 24, 2026

 

By:

/s/ KEVIN M. FREEMAN

 

 

 

 

Kevin M. Freeman

 

 

 

 

President and Chief Executive Officer (Principal Executive Officer)

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
 

Name and Signature

 

Position

 

Date

 

 

 

 

/s/ DAVID S. CONGDON

 

Executive Chairman of the Board of Directors

 

February 24, 2026

David S. Congdon

 

 

 

 

 

/s/ SHERRY A. AAHOLM

 

Director

 

February 24, 2026

Sherry A. Aaholm

 

 

 

 

/s/ JOHN R. CONGDON, JR.

 

Director

 

February 24, 2026

John R. Congdon, Jr.

 

 

 

 

/s/ ANDREW S. DAVIS

 

Director

 

February 24, 2026

Andrew S. Davis

 

 

 

 

 

 

 

 

 

/s/ BRADLEY R. GABOSCH

 

Director

 

February 24, 2026

Bradley R. Gabosch

 

 

 

 

/s/ GREG C. GANTT

 

Director

 

February 24, 2026

Greg C. Gantt

 

 

 

 

/s/ JOHN D. KASARDA

 

Director

 

February 24, 2026

John D. Kasarda

 

 

 

 

 

/s/ CHERYL S. MILLER

 

Director

 

February 24, 2026

Cheryl S. Miller

 

 

 

 

 

 

 

 

 

/s/ WENDY T. STALLINGS

 

Director

 

February 24, 2026

Wendy T. Stallings

 

 

 

 

 

 

 

/s/ THOMAS A. STITH, III

 

Director

 

February 24, 2026

Thomas A. Stith, III

 

 

 

 

/s/ KEVIN M. FREEMAN

 

President, Chief Executive Officer and Director

 

February 24, 2026

Kevin M. Freeman

 

(Principal Executive Officer)

 

 

 

 

/s/ ADAM N. SATTERFIELD

 

Executive Vice President and Chief Financial Officer

 

February 24, 2026

Adam N. Satterfield

 

(Principal Financial Officer)

 

 

 

/s/ CLAYTON G. BRINKER

 

Vice President – Accounting and Finance

 

February 24, 2026

Clayton G. Brinker

 

(Principal Accounting Officer)

 

 

 
58