Old Dominion Freight Line (ODFL) 10-K risk factor changes: FY2025 vs FY2024

In connection with our growth strategy, at various times, we have consistently expanded and upgraded our service center network, purchased additional equipment and increased [removed: our sales and marketing efforts, and we expect to continue to do so.]

[removed: If claims exceed our self-insured retention or deductible levels, insurance companies exit the] transportation insurance marketplace, or insurance market conditions change, insurers could raise premiums for excess coverage to cover their expenses and anticipated future losses.

These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new equipment and related maintenance parts, which could have a material adverse effect on our business, financial [added: condition, and results of operations, particularly our maintenance expense, depreciation expense, capital expenditures, mileage productivity, and driver retention.]

In [removed: 2023 and 2024,] [added: recent years,] we [added: have] experienced lower freight volumes due to continued softness in the domestic economy.

Because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture the increased costs we pay for fuel, [removed: especially when prices are rising, leading to fluctuations in our levels of reimbursement.]

some customers may perceive our [removed: environmental, social and governance (“ESG”)] [added: sustainability] profile to be less robust than that of our competitors, which could influence the selection of their carrier;

The U.S. government has taken certain [removed: other] actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States, and several foreign governments have imposed tariffs on certain goods imported from the United States.

Customers [removed: adversely impacted by changes in U.S. trade policies or otherwise] encountering adverse economic conditions, including as a result of current inflationary pressures, may be unable to obtain additional financing or financing under acceptable terms.

Our suppliers’ business levels also may be negatively affected by adverse economic conditions and changes in the political and regulatory environment, both in the U.S. and internationally, or financial constraints, which could lead to disruptions in the workforce, [removed: supply and availability of equipment, parts and services critical to our operations.]

Further, Congress or one or more states could approve legislation and/or the National Labor Relations Board could render decisions or implement rule changes that could significantly affect [added: our business and our relationship with our employees, including actions that could substantially liberalize the procedures for union organization.]

[added: The sophistication of efforts by hackers, foreign] governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase.

The rapid ongoing evolution and increased adoption of emerging technologies such as [removed: artificial intelligence (“AI”)] [added: AI] and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of these events.

These factors and the time spent to [added: investigate and evaluate the full impact of incidents and to] comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.

If any of the foregoing were to occur or to be perceived to occur, our reputation may suffer, our competitive position may be diminished, we could face lawsuits, regulatory [removed: investigation,] [added: investigations,] fines, and potential liability, and our financial results could be negatively impacted.

The engines in our newer tractors are subject to emissions-control [removed: regulations that] [added: regulations, and ongoing regulatory uncertainty regarding zero-emission vehicle mandates] could substantially increase operating expenses and [removed: future regulations concerning emissions or fuel-efficiency may have a material adverse] [added: materially adversely] impact [removed: on] our business.

In December 2022, the U.S. Environmental Protection Agency (“EPA”) finalized [removed: new] stringent emission standards to reduce nitrogen oxides and establish new standards for greenhouse gas emissions from heavy-duty engines under the Clean Trucks Plan.

In December 2021, the California Air Resources Board (“CARB”) adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty [removed: trucks.][added: trucks and approved the Advanced Clean Trucks (“ACT”) regulation, which would require manufacturers to sell zero-emission vehicles (“ZEVs”) as an increasing percentage of annual truck sales in California and other adopting states.]

Future strengthening of EPA, [removed: CARB] [added: CARB,] or other federal or state regulatory requirements regarding fuel-efficiency or engine emissions of tractors could also result in increases in the cost of capital equipment and maintenance.

[removed: Expectations] [added: Varied stakeholder expectations] relating to evolving [removed: ESG] [added: sustainability] considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

[removed: Many] [added: Various stakeholders, including] governments, regulators, investors, employees, customers and [removed: other stakeholders are increasingly focused on] [added: others, have differing expectations about a wide range of] evolving [removed: ESG] [added: sustainability] considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters.

[removed: In addition, we may] [added: We] make statements about our [removed: goals] [added: values, including the environmental] and [removed: initiatives] [added: societal impact of our business,] through our various non-financial reports, information provided on our website, press statements and other communications.

Congdon, Jr. and their affiliate family members beneficially own an aggregate of approximately [removed: 12%] [added: 10%] of the outstanding shares of our common stock.

As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial [added: condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.]

investor sentiment with respect to our policies or efforts on [removed: ESG] [added: sustainability] matters;

Although the risks below are organized by headings and each risk is discussed separately, many are interrelated.

our sales and marketing efforts, and we expect to continue to do so.

If claims exceed our self-insured retention or deductible levels, insurance companies exit the

especially when prices are rising, leading to fluctuations in our levels of reimbursement.

Changes in international trade policies, including with respect to tariffs, may continue to adversely impact our customers, our industry and our business.

These changes in trade policy and tariffs have decreased demand for our services and have caused uncertainty and volatility in financial markets and may continue to adversely impact our customers, our industry and our business.

supply and availability of equipment, parts and services critical to our operations.

The FMCSA is currently refining CSA methodology to prioritize enforcement against high-risk motor carriers, provide specific information to assist motor carriers, identify sources of unsafe driver behavior and address vehicle maintenance issues.

Uncertainty regarding the ACT and other emissions standards due to regulatory developments and related litigation, however, has resulted in varied application across jurisdictions, including delayed enforcement, executive orders pausing implementation, and legislative efforts to modify or repeal the requirements.

In addition, there are also virtually no ZEVs widely available that are suitable replacements for current technology used in our LTL operations.

If ZEV requirements are ultimately enforced and vehicles are not commercially available or viable for our LTL business, we may be required to modify or curtail our operations in California and other adopting states.

The potential transition to utilizing ZEVs, combined with the current regulatory uncertainty affecting long-term fleet planning and investment decisions, could have a material adverse effect on our financial condition, results of operations, and cash flows, or may require us to incur significant additional costs for vehicles, electric vehicle charging infrastructure, or other operational modifications.

We also pursue sustainability and other goals and initiatives that involve risks and uncertainties, require investments, and depend in part on third-party performance or data that is outside of our control, and we may not be able to fully achieve all of our goals and initiatives.

Our efforts to advance our business and values, or achieve our goals and further our initiatives, or to align with stakeholders’ expectations, or comply with evolving, varied and at times conflicting federal and state laws, executive orders, regulations and standards, or any failure or perceived failure to do so, can result in adverse reactions by customers and other stakeholders, including the commencement of legal and regulatory proceedings against us, and can materially adversely affect our business, reputation, results of operations, financial condition and stock price.

condition, and results of operations, particularly our maintenance expense, depreciation expense, capital expenditures, mileage productivity, and driver retention.

our business and our relationship with our employees, including actions that could substantially liberalize the procedures for union organization.

The sophistication of efforts by hackers, foreign

The FMCSA is currently reviewing CSA methodology to address deficiencies identified by the National Academy of Sciences, including the possibility of weak or negative correlation between current safety improvement categories and vehicle crash risk.

Although CARB recently withdrew its request for a waiver and authorization from the EPA for its Advanced Clean Fleets rule, a proposal that would have required trucking companies to gradually add zero emission vehicles (“ZEVs”) to their fleets, CARB may seek to enforce certain portions of the rule or curtail emissions through other programs.

Furthermore, CARB’s Advanced Clean Trucks rule, a proposal that would require manufacturers to only sell ZEVs in California beginning in the 2036 model year, is still in effect.

Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, may require investment, and depends in part on third-party performance, expectations, or data that is outside our control.

condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] results and year-to-year comparisons between [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

Discussions of our [removed: 2023] [added: 2024] results and year-to-year comparisons between [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] which was filed with the Securities and Exchange Commission on February [removed: 26, 2024.][added: 25, 2025.]

| Salaries, wages and benefits | | | [removed: 46.2] [added: 47.9] | | | | [removed: 44.8] [added: 46.2] | |

| Operating supplies and expenses | | | [removed: 10.9] [added: 10.4] | | | | [removed: 12.2] [added: 10.9] | |

| General supplies and expenses | | | [removed: 3.0] [added: 3.1] | | | | [removed: 2.8] [added: 3.0] | |

| Operating taxes and licenses | | | [removed: 2.6] [added: 2.5] | | | | [removed: 2.5] [added: 2.6] | |

| Insurance and claims | | | [removed: 1.6] [added: 1.4] | | | | [removed: 1.3] [added: 1.6] | |

| [removed: Communication] [added: Communications] and utilities | | | 0.7 | | | | 0.7 | |

| Depreciation and amortization | | | [removed: 5.9] [added: 6.6] | | | | [removed: 5.5] [added: 5.9] | |

| Purchased transportation | | | [removed: 2.1] [added: 2.0] | | | | 2.1 | |

| Miscellaneous expenses, net | | | [removed: 0.4] [added: 0.6] | | | | [removed: 0.1] [added: 0.4] | |

| Total operating expenses | | | [removed: 73.4] [added: 75.2] | | | | [removed: 72.0] [added: 73.4] | |

| Operating income | | | [removed: 26.6] [added: 24.8] | | | | [removed: 28.0] [added: 26.6] | |

| Interest income, net | | | [removed: (0.3] [added: (0.1] | ) | | | [removed: (0.2] [added: (0.3] | ) |

| Income before income taxes | | | [removed: 26.8] [added: 24.8] | | | | [removed: 28.1] [added: 26.8] | |

| Provision for income taxes | | | [removed: 6.4] [added: 6.2] | | | | [removed: 7.0] [added: 6.4] | |

| Net income | | | [removed: 20.4] [added: 18.6] | % | | | [removed: 21.1] [added: 20.4] | % |

Key financial and operating metrics for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] are presented below:

| | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | Change | | | | % Change | | |

| Work days | | | [removed: 254] [added: 253] | | | | [removed: 252] [added: 254] | | | | [removed: 2] [added: (1] | [added: )] | | | [removed: 0.8] [added: (0.4] | [added: )] |

| Operating ratio | | | [removed: 73.4] [added: 75.2] | % | | | [removed: 72.0] [added: 73.4] | % | | | | | | | | |

| Diluted earnings per share | | $ | [removed: 5.48] [added: 4.84] | | | $ | [removed: 5.63] [added: 5.48] | | | $ | [removed: (0.15] [added: (0.64] | ) | | | [removed: (2.7] [added: (11.7] | ) |

| LTL tons *(in thousands)* | | | [removed: 9,000] [added: 8,177] | | | | [removed: 9,260] [added: 9,000] | | | | [removed: (260] [added: (823] | ) | | | [removed: (2.8] [added: (9.1] | ) |

| LTL tonnage per day | | | [removed: 35,433] [added: 32,319] | | | | [removed: 36,745] [added: 35,433] | | | | [removed: (1,312] [added: (3,114] | ) | | | [removed: (3.6] [added: (8.8] | ) |

| LTL shipments *(in thousands)* | | | [removed: 12,011] [added: 11,072] | | | | [removed: 12,176] [added: 12,011] | | | | [removed: (165] [added: (939] | ) | | | [removed: (1.4] [added: (7.8] | ) |

| LTL shipments per day | | | [removed: 47,288] [added: 43,762] | | | | [removed: 48,317] [added: 47,288] | | | | [removed: (1,029] [added: (3,526] | ) | | | [removed: (2.1] [added: (7.5] | ) |

| LTL weight per shipment *(lbs.)* | | | [removed: 1,499] [added: 1,477] | | | | [removed: 1,521] [added: 1,499] | | | | (22 | ) | | | [removed: (1.4] [added: (1.5] | ) |

| LTL revenue per hundredweight | | $ | [removed: 32.05] [added: 33.31] | | | $ | [removed: 31.31] [added: 32.05] | | | $ | [removed: 0.74] [added: 1.26] | | | | [removed: 2.4] [added: 3.9] | |

| LTL revenue per shipment | | $ | [removed: 480.29] [added: 492.01] | | | $ | [removed: 476.25] [added: 480.29] | | | $ | [removed: 4.04] [added: 11.72] | | | | [removed: 0.8] [added: 2.4] | |

| Average length of haul *(miles)* | | | [removed: 919] [added: 911] | | | | [removed: 925] [added: 919] | | | | [removed: (6] [added: (8] | ) | | | [removed: (0.6] [added: (0.9] | ) |

Our financial results for [removed: 2024] [added: 2025] reflect continued softness in the domestic [removed: economy that] [added: economy, which] contributed to the decline in our [removed: revenue.][added: revenue, net income and diluted earnings per share.]

Despite the decrease in our LTL tons, we maintained [removed: a] [added: our] commitment to [removed: providing] superior customer service [removed: to support the continued improvement in our yield as we provided] [added: by providing] our customers with 99% on-time service and a cargo claims ratio of 0.1% during the year.

We [added: also] maintained our focus on operating efficiently and controlling discretionary spending during the year, [removed: but the increase in costs and] [added: although] the deleveraging effect from the decrease in revenue [added: and an increase in depreciation expense] led to an increase in our operating ratio.

As a result, our net income and diluted earnings per share decreased by [removed: 4.3%] [added: 13.7%] and [removed: 2.7%,] [added: 11.7%,] respectively, as compared to [removed: 2023.][added: 2024.]

Revenue decreased [removed: $51.3] [added: $318.4] million, or [removed: 0.9%,] [added: 5.5%,] in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] due to a decrease in volumes that was partially offset by an increase in LTL revenue per hundredweight.

LTL tonnage per day decreased [removed: 3.6%] [added: 8.8%] primarily due to decreases in LTL shipments per day and LTL weight per shipment.

This decrease in our volumes was partially offset by a [removed: 2.4%] [added: 3.9%] increase in our LTL revenue per hundredweight.

Excluding fuel surcharges, LTL revenue per hundredweight increased [removed: 5.0%] [added: 4.8%] in [removed: 2024] [added: 2025] as compared to [removed: 2023.][added: 2024.]

We believe the increase in our LTL [removed: revenue-per-hundredweight metrics] [added: revenue per hundredweight metric] was driven by the ongoing execution of our yield management strategy.

*January [removed: 2025] [added: 2026] Update*

| | | 2025 | | | | 2024 | | |

| Revenue *(in thousands)* | | $ | 5,496,389 | | | $ | 5,814,810 | | | $ | (318,421 | ) | | | (5.5 | ) |

| Net income *(in thousands)* | | $ | 1,023,703 | | | $ | 1,186,073 | | | $ | (162,370 | ) | | | (13.7 | ) |

This service performance supported the continued improvement in our yield.

The decrease in salaries and wages in 2025 as compared to 2024 was primarily due to the 5.4% decrease in our average number of active full-time employees, as we balanced our workforce with current shipping trends, and a decrease in performance-based bonus compensation.

Despite this decrease in network density that generally results from the decline in volumes, our team continued to deliver superior service to our customers while also focusing on operating efficiencies.

The increase in our employee benefit costs was primarily due to higher costs associated with our group health and dental plans during 2025 that resulted from an increase in the average costs per claim as compared to 2024.

Our employee benefit costs were also impacted by a decrease in retirement benefit plan costs that are directly linked to our net income as well as the reduction in our average number of active full-time employees.

In 2025 and 2024, our effective tax rates were favorably impacted by the purchase of federal tax credits.

| (In thousands) | | 2025 | | | | 2024 | | |

Our capital expenditures were below this range in 2025 and we expect our capital expenditures to remain below this range in 2026 as we continue to utilize available capacity within our existing network for growth.

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.

| (In thousands) | | 2025 | | | | 2024 | | |

| Credit Agreement availability | | $ | 362,467 | | | $ | 212,298 | |

| Operating lease obligations (2) | | | 117,081 | | | | 21,674 | | | | 40,886 | | | | 33,602 | | | | 20,919 | |

| Purchase obligations and Other | | | 316,259 | | | | 254,278 | | | | 47,886 | | | | 11,345 | | | | 2,750 | |

| Total | | $ | 474,381 | | | $ | 296,783 | | | $ | 108,982 | | | $ | 44,947 | | | $ | 23,669 | |

606”).

| | | 2024 | | | | 2023 | | |

| Revenue *(in thousands)* | | $ | 5,814,810 | | | $ | 5,866,152 | | | $ | (51,342 | ) | | | (0.9 | ) |

| Net income *(in thousands)* | | $ | 1,186,073 | | | $ | 1,239,502 | | | $ | (53,429 | ) | | | (4.3 | ) |

All references in this report to shares outstanding, weighted average shares outstanding, earnings per share, and dividends per share amounts have been restated retroactively to reflect the two-for-one stock split effected in March 2024.

We continued to operate efficiently in 2024, despite the decrease in network density that generally results from the decline in volumes.

Our P&D shipments and stops per hour both improved in 2024 as compared to 2023, which helped offset the reduction in our linehaul laden load factor.

The cost attributable to employee benefits increased $13.5 million, or 1.9%, in 2024 compared to 2023 due primarily to the annual wage increase as well as an increase in costs associated with our group health and dental plans.

This increase in employee benefit costs was partially offset by lower retirement benefit plan costs directly linked to our net income.

Additionally, we had lower proceeds from the sale of property and equipment in 2024 as compared to 2023.

On February 16, 2024, we announced that our Board of Directors approved a two-for-one split of our common stock for shareholders of record as of the close of business on the record date of March 13, 2024.

On March 27, 2024, those shareholders received one additional share of common stock for every share owned.

All references in this report to dividend amounts have been restated retroactively to reflect this stock split.

Split-adjusted per-share metrics may not recalculate precisely due to rounding.

Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit.

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 Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees was 1.000% and commitment fees were 0.100%.

| Available borrowing capacity | | $ | 212,298 | | | $ | 210,034 | |

| Operating lease obligations (2) | | | 128,104 | | | | 20,548 | | | | 39,245 | | | | 33,577 | | | | 34,734 | |

| Purchase obligations and Other | | | 285,546 | | | | 238,195 | | | | 28,655 | | | | 13,195 | | | | 5,501 | |

| Total | | $ | 476,142 | | | $ | 280,194 | | | $ | 108,941 | | | $ | 46,772 | | | $ | 40,235 | |

the appropriate revenue to each separate reporting period.

A 100 basis point increase in the average interest rate on this agreement would have no effect on our operating results as we had no outstanding borrowings under our Credit Agreement at December 31, [removed: 2024] [added: 2025] or [removed: 2023.][added: 2024.]

We held no short-term investments as of December 31, [removed: 2024] [added: 2025] or [removed: 2023.][added: 2024.]

The cash surrender value in life insurance contracts included on our Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] was [removed: $86.5] [added: $98.5] million and [removed: $74.4] [added: $86.5] million, respectively.

The portion of underlying investments with exposure to market fluctuations was [removed: $67.9] [added: $79.4] million and [removed: $56.2] [added: $67.9] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

To provide a meaningful assessment of the market risk for investments relating to Company-owned life insurance contracts, we performed a sensitivity analysis using a 10% change in market value in those investments as of December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

A 10% change in market value would have caused a [removed: $6.8] [added: $7.9] million and a [removed: $5.6] [added: $6.8] million impact on our pre-tax income in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

In addition to numerous service center renovations, expansions, and existing service center relocations, we opened [removed: 4, 25] [added: a net 16] and [removed: 39 new] [added: 35] service centers over the past [removed: one,] five and ten years, respectively, for a total of [removed: 261] [added: 260] service centers at December 31, [removed: 2024.][added: 2025.]

We believe the [removed: growth in] demand for our services can be attributed to our ability to consistently provide a superior level of customer service at a fair price, which allows our customers to meet their supply chain needs.

In [removed: 2023,] [added: 2024,] the LTL industry had revenue of approximately [removed: $46.9] [added: $50.8] billion based on information reported in *Transport Topics*.

The largest 5 and 10 LTL motor carriers accounted for approximately [removed: 57%] [added: 56%] and [removed: 82%,] [added: 81%,] respectively, of the domestic LTL market in [removed: 2023] [added: 2024] according to information reported in *Transport Topics*.

[removed: The] [added: While the LTL industry is significantly consolidated, the overall] transportation and logistics industry is intensely competitive and highly fragmented.

At December 31, [removed: 2024,] [added: 2025,] we operated [removed: 261] [added: 260] service center locations, of which we owned [removed: 239] [added: 240] and leased [removed: 22.][added: 20.]

At December 31, [removed: 2024,] [added: 2025,] we owned [removed: 11,284] [added: 10,184] tractors.

The table below reflects, as of December 31, [removed: 2024,] [added: 2025,] the average age of our tractors and trailers:

The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| In thousands | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | |

| Tractors | | $ | [removed: 218,682] [added: 140,170] | | | $ | [removed: 203,417] [added: 218,682] | |

| Trailers | | | [removed: 103,919] [added: 33,627] | | | | [removed: 181,534] [added: 103,919] | |

| Total | | $ | [removed: 322,601] [added: 173,797] | | | $ | [removed: 384,951] [added: 322,601] | |

At December 31, [removed: 2024,] [added: 2025,] we operated [removed: 47] [added: 48] fleet maintenance centers at strategic service center locations throughout our network.

In [removed: 2024,] [added: 2025,] our largest customer accounted for approximately [removed: 5.3%] [added: 4%] of our revenue and our largest 5, 10 and 20 customers accounted for [removed: 14.7%, 21.5%] [added: approximately 11%, 16%] and [removed: 31.1%] [added: 23%] of our revenue, respectively.

Harsh [added: winter] weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses.

We continually seek to upgrade and enhance our technological capabilities, including our use of cloud-based [removed: technology.][added: technology and artificial intelligence (“AI”).]

As of December 31, [removed: 2024,] [added: 2025,] we employed [removed: 21,895] [added: 20,591] active full-time employees, none of which were represented under a collective bargaining agreement.

| Fleet technicians | | | [removed: 684] [added: 666] | |

| Sales, administrative and other | | | [removed: 6,497] [added: 6,140] | |

We believe this culture is part of what attracts [removed: employees] [added: new talent] and helps keep our [added: employee] turnover rates low.

As of December 31, [removed: 2024,] [added: 2025,] we employed [removed: 5,645] [added: 5,305] linehaul drivers and [removed: 5,296] [added: 5,015] P&D drivers on a full-time basis.

Drivers, like all of our employees, are required to take pre-employment drug and alcohol tests and are randomly selected for periodic additional testing, per the requirements of the [removed: Department of Transportation.][added: DOT.]

Since 1988, we have provided a no-cost opportunity for qualified employees to become drivers through the “Old Dominion Driver Training Program.” There are currently [removed: 3,716] [added: 3,439] active drivers who have successfully completed this training, which was approximately [removed: 34.0%] [added: 33.3%] of our full-time driver workforce as of December 31, [removed: 2024.][added: 2025.]

Over [removed: 24%] [added: 26%] of our drivers have achieved one million safe driving miles or more.

The 10-year average turnover rate for our driver graduates is approximately [removed: 7.5%,] [added: 7.7%,] which is below our 10-year average turnover rate for our Company-wide drivers of approximately 10.1%.

Our safety bonuses paid to drivers totaled $5.8 million, [removed: $5.5] [added: $5.8] million and [removed: $5.3] [added: $5.5] million in [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] respectively.

We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for fiscal year [removed: 2025.][added: 2026.]

| Tractors | | | 10,184 | | | | 3.9 | |

| Linehaul trailers | | | 30,824 | | | | 7.7 | |

| P&D trailers | | | 14,313 | | | | 6.6 | |

| Drivers | | | 10,320 | |

| Platform | | | 3,465 | |

| Total | | | 20,591 | |

| Tractors | | | 11,284 | | | | 4.3 | |

| Linehaul trailers | | | 31,451 | | | | 7.3 | |

| P&D trailers | | | 15,263 | | | | 7.0 | |

| Drivers | | | 10,941 | |

| Platform | | | 3,773 | |

| Total | | | 21,895 | |

Applying this threshold, there are no such unresolved proceedings to disclose as of December 31, [removed: 2024.][added: 2025.]

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, [removed: 2024] [added: 2025] was [removed: $33,407,884,515,] [added: $30,418,290,020,] based on the closing sales price as reported on the Nasdaq Global Select Market.

As of February [removed: 21, 2025,] [added: 17, 2026,] the registrant had [removed: 212,545,079] [added: 208,425,619] outstanding shares of Common Stock ($0.10 par value).

Certain portions of the Company’s Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.

| Item 2 | [Properties](#item_2_properties) | | [removed: 19] [added: 20] |

| Item 3 | [Legal Proceedings](#item_3_legal_proceedings) | | [removed: 19] [added: 20] |

| Item 4 | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | | [removed: 19] [added: 20] |

| [Part II](#part_ii) | | | [removed: 20] [added: 21] |

| Item 5 | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | | [removed: 20] [added: 21] |

| Item 6 | [\[Reserved\]](#item_6_selected_financial_data) | | [removed: 21] [added: 22] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | | [removed: 22] [added: 23] |

| Item 7A | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a_quantitative_qualitative_disclos) | | [removed: 30] [added: 31] |

| Item 8 | [Financial Statements and Supplementary Data](#item_8_financial_statements_supplementar) | | [removed: 31] [added: 32] |

| Item 9 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | | [removed: 49] [added: 50] |

| Item 9A | [Controls and Procedures](#item_9a_controls_procedures) | | [removed: 49] [added: 50] |

| Item 9B | [Other Information](#item_9b_or_information) | | [removed: 51] [added: 52] |

| Item 9C | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c_disclosure_regarding_foreign_jur) | | [removed: 51] [added: 52] |

| [Part III](#part_iii) | | | [removed: 51] [added: 52] |

| Item 10 | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | | [removed: 51] [added: 52] |

| Item 11 | [Executive Compensation](#item_11_executive_compensation) | | [removed: 51] [added: 52] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | | [removed: 51] [added: 52] |

| Item 13 | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | | [removed: 51] [added: 52] |

| Item 14 | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | | [removed: 51] [added: 52] |

| [Part IV](#part_iv) | | | [removed: 52] [added: 53] |

| Item 15 | [Exhibits, Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | | [removed: 52] [added: 53] |

| Item 16 | [Form 10-K Summary](#item_16_form_10k_summary) | | [removed: 52] [added: 53] |

| [Exhibit Index](#exhibit_index) | | | [removed: 53] [added: 54] |

| [Signatures](#signatures) | | | [removed: 57] [added: 58] |

The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall [added: improvement.]

improvement.

We own our principal executive office located in Thomasville, North Carolina, and [removed: 239] [added: 240] of the [removed: 261] [added: 260] service centers we operated as of December 31, [removed: 2024.][added: 2025.]

At December 31, [removed: 2024,] [added: 2025,] the terms of our leased properties ranged from month-to-month to a lease that expires in [removed: 2035.][added: 2039.]

At February [removed: 12, 2025,] [added: 17, 2026,] there were [removed: 600,325] [added: 717,652] holders of our common stock, including [removed: 68] [added: 69] shareholders of record.

The following table provides information regarding our repurchases of our common stock during the fourth quarter of [removed: 2024:][added: 2025:]

Total number of shares purchased during the quarter includes [removed: 8,034] [added: 2,021] shares of our common stock surrendered by [removed: a participant] [added: participants] to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our [removed: 2016 Stock Incentive Plan.][added: stock incentive plans.]

The 2021 Repurchase Program began after [removed: the] completion of our prior repurchase program in January 2022 and was completed in May 2024.

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $2.26] [added: $1.54] billion remaining authorized under the 2023 Repurchase Program.

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, [removed: 2019,] [added: 2020,] in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the Dow Jones Transportation Average, for the five-year period ended December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

| Old Dominion Freight Line, Inc. | | $ | 100 | | $ | [removed: 155] [added: 184] | | $ | [removed: 285] [added: 146] | | $ | [removed: 227] [added: 210] | | $ | [removed: 325] [added: 184] | | $ | [removed: 285] [added: 165] | |

| October 1-31, 2025 | | | 330,331 | | | $ | 139.31 | | | | 329,657 | | | $ | 1,620,435,734 | |

| November 1-30, 2025 | | | 289,748 | | | $ | 135.16 | | | | 289,074 | | | $ | 1,581,368,579 | |

| December 1-31, 2025 | | | 257,183 | | | $ | 155.58 | | | | 256,510 | | | $ | 1,541,446,222 | |

| Total | | | 877,262 | | | $ | 142.71 | | | | 875,241 | | | | | |

| | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | | 12/31/25 | | |

| S&P 500 Total Return Index | | $ | 100 | | $ | 129 | | $ | 105 | | $ | 133 | | $ | 166 | | $ | 196 | |

| Dow Jones Transportation Average | | $ | 100 | | $ | 133 | | $ | 110 | | $ | 132 | | $ | 134 | | $ | 149 | |

| October 1-31, 2024 | | | 299,516 | | | $ | 196.51 | | | | 296,284 | | | $ | 2,382,449,575 | |

| November 1-30, 2024 (3) | | | 276,693 | | | $ | 256.25 | | | | 274,292 | | | $ | 2,312,029,428 | |

| December 1-31, 2024 | | | 258,329 | | | $ | 193.98 | | | | 255,928 | | | $ | 2,262,459,237 | |

| Total | | | 834,538 | | | | | | | | 826,504 | | | | | |

(3)

The total number of shares purchased includes the final settlement of 133,012 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on May 28, 2024 (the “ASR Agreement”).

See discussion of the ASR Agreement within this section.

On May 28, 2024, we entered into the ASR Agreement with a third-party financial institution.

The ASR Agreement was accounted for as a settled treasury stock purchase and a forward stock purchase contract.

The par value of the initial shares received was recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings.

The forward stock purchase contract was accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Balance Sheets.

The ASR Agreement was settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.

Under the ASR Agreement, we paid the third-party financial institution $200.0 million and received an initial delivery of 923,201 shares of our common stock for $160.0 million, representing approximately 80% of the total value of shares to be received by us under the ASR Agreement, and the remaining balance of $40.0 million was settled in November 2024.

In total, we repurchased 1,056,213 shares for $200.0 million under the ASR Agreement.

| | | 12/31/19 | | | 12/31/20 | | | 12/31/21 | | | 12/31/22 | | | 12/31/23 | | | 12/31/24 | | |

| S&P 500 Total Return Index | | $ | 100 | | $ | 118 | | $ | 152 | | $ | 125 | | $ | 158 | | $ | 197 | |

| Dow Jones Transportation Average | | $ | 100 | | $ | 117 | | $ | 155 | | $ | 128 | | $ | 154 | | $ | 157 | |

| (In thousands, except share and per share data) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents [added: at beginning of year] | | [removed: $] | 108,676 | | | [removed: $] | 433,799 | | [added: | | 186,312 | |]

| Customer receivables, less allowances of [removed: $9,272] [added: $7,924] and [removed: $10,405,] [added: $9,272,] respectively | | | [removed: 501,554] [added: 471,947] | | | | [removed: 578,885] [added: 501,554] | |

| Income taxes receivable | | | [removed: 5,002] [added: —] | | | | [removed: 18,554] [added: 5,002] | |

| Other receivables | | | [removed: 21,135] [added: 22,392] | | | | [removed: 17,884] [added: 21,135] | |

| Prepaid expenses and other current assets | | | [removed: 84,316] [added: 80,403] | | | | [removed: 94,211] [added: 84,316] | |

| Total current assets | | | [removed: 720,683] [added: 694,833] | | | | [removed: 1,143,333] [added: 720,683] | |

| Revenue equipment | | | [removed: 2,752,594] [added: 2,678,446] | | | | [removed: 2,590,770] [added: 2,752,594] | |

| Land and structures | | | [removed: 3,363,701] [added: 3,523,364] | | | | [removed: 3,021,447] [added: 3,363,701] | |

| Other fixed assets | | | [removed: 700,188] [added: 664,015] | | | | [removed: 623,164] [added: 700,188] | |

| Leasehold improvements | | | [removed: 14,919] [added: 15,654] | | | | [removed: 14,436] [added: 14,919] | |

| Total property and equipment | | | [removed: 6,831,402] [added: 6,881,479] | | | | [removed: 6,249,817] [added: 6,831,402] | |

| Less: Accumulated depreciation | | | [removed: (2,325,971] [added: (2,377,275] | ) | | | [removed: (2,154,412] [added: (2,325,971] | ) |

| Net property and equipment | | | [removed: 4,505,431] [added: 4,504,204] | | | | [removed: 4,095,405] [added: 4,505,431] | |

| Other assets | | | [removed: 265,281] [added: 271,123] | | | | [removed: 273,655] [added: 265,281] | |

| Total assets | | $ | [removed: 5,491,395] [added: 5,470,160] | | | $ | [removed: 5,512,393] [added: 5,491,395] | |

| Accounts payable | | $ | [removed: 91,819] [added: 62,696] | | | $ | [removed: 112,774] [added: 91,819] | |

| Compensation and benefits | | | [removed: 285,421] [added: 239,122] | | | | [removed: 278,953] [added: 285,421] | |

| Claims and insurance accruals | | | [removed: 72,846] [added: 78,864] | | | | [removed: 63,346] [added: 72,846] | |

| Other accrued liabilities | | | [removed: 70,443] [added: 70,078] | | | | [removed: 69,585] [added: 70,443] | |

| Total current liabilities | | | [removed: 540,529] [added: 483,906] | | | | [removed: 544,658] [added: 540,529] | |

| Long-term debt | | | [removed: 39,987] [added: 19,995] | | | | [removed: 59,977] [added: 39,987] | |

| Other non-current liabilities | | | [removed: 284,361] [added: 284,519] | | | | [removed: 286,815] [added: 284,361] | |

| Deferred income taxes | | | [removed: 381,930] [added: 370,683] | | | | [removed: 363,132] [added: 381,930] | |

| Total long-term liabilities | | | [removed: 706,278] [added: 675,197] | | | | [removed: 709,924] [added: 706,278] | |

| Total liabilities | | | [removed: 1,246,807] [added: 1,159,103] | | | | [removed: 1,254,582] [added: 1,246,807] | |

| Common stock - $0.10 par value, 560,000,000 shares authorized, [removed: 212,984,747] [added: 208,556,788] and [removed: 217,930,932] [added: 212,984,747] shares outstanding at December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023,] [added: 2024,] respectively | | | [removed: 21,298] [added: 20,856] | | | | [removed: 21,793] [added: 21,298] | |

| Capital in excess of par value | | | [removed: 228,081] [added: 234,597] | | | | [removed: 231,449] [added: 228,081] | |

| Retained earnings | | | [removed: 3,995,209] [added: 4,055,604] | | | | [removed: 4,004,569] [added: 3,995,209] | |

| Total shareholders’ equity | | | [removed: 4,244,588] [added: 4,311,057] | | | | [removed: 4,257,811] [added: 4,244,588] | |

| Total liabilities and shareholders’ equity | | $ | [removed: 5,491,395] [added: 5,470,160] | | | $ | [removed: 5,512,393] [added: 5,491,395] | |

| (In thousands, except per share data) | | [removed: 2024] [added: 2025] | | | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | |

| Revenue from operations | | $ | [removed: 5,814,810] [added: 5,496,389] | | | $ | [removed: 5,866,152] [added: 5,814,810] | | | $ | [removed: 6,260,077] [added: 5,866,152] | |

| Salaries, wages and benefits | | | [removed: 2,689,314] [added: 2,635,325] | | | | [removed: 2,629,676] [added: 2,689,314] | | | | [removed: 2,716,835] [added: 2,629,676] | |

| Operating supplies and expenses | | | [removed: 635,320] [added: 570,981] | | | | [removed: 718,326] [added: 635,320] | | | | [removed: 852,955] [added: 718,326] | |

| General supplies and expenses | | | [removed: 176,546] [added: 169,161] | | | | [removed: 162,416] [added: 176,546] | | | | [removed: 159,998] [added: 162,416] | |

| Operating taxes and licenses | | | [removed: 144,690] [added: 138,940] | | | | [removed: 145,642] [added: 144,690] | | | | [removed: 141,239] [added: 145,642] | |

| Insurance and claims | | | [removed: 92,359] [added: 74,416] | | | | [removed: 75,368] [added: 92,359] | | | | [removed: 58,301] [added: 75,368] | |

| Communications and utilities | | | [removed: 40,827] [added: 38,939] | | | | [removed: 43,269] [added: 40,827] | | | | [removed: 40,584] [added: 43,269] | |

| Depreciation and amortization | | | [removed: 344,568] [added: 364,683] | | | | [removed: 324,435] [added: 344,568] | | | | [removed: 276,050] [added: 324,435] | |

| Cash and cash equivalents | | $ | 120,091 | | | $ | 108,676 | |

| Income taxes payable | | | 13,146 | | | | — | |

| Net income | | | — | | | | — | | | | — | | | | 1,023,703 | | | | 1,023,703 | |

| Share repurchases, including transaction costs | | | (4,525 | ) | | | (452 | ) | | | — | | | | (727,636 | ) | | | (728,088 | ) |

| Balance as of December 31, 2025 | | | 208,557 | | | $ | 20,856 | | | $ | 234,597 | | | $ | 4,055,604 | | | $ | 4,311,057 | |

| Net income | | $ | 1,023,703 | | | $ | 1,186,073 | | | $ | 1,239,502 | |

| Other investing | | | 100 | | | | — | | | | — | |

We have one operating and reportable segment as described in Note 11.

Compensation cost, net of estimated forfeitures, for market-based PBRSUs granted in 2025 (“2025 PBRSUs”) was based on the fair value of the awards at the grant date measured using the Monte Carlo simulation model and is recognized as expense on a straight-line basis over the three-year performance period.

At the end of each reporting period, for Prior PBRSUs, 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.

Under the ASR Agreement, we paid the third-party financial institution $200.0 million and received an initial delivery of 923,201 shares of our common stock for $160.0 million, representing approximately 80% of the total value of shares to be received by us under the ASR Agreement, and the remaining balance of $40.0 million was settled in November 2024.

We repurchased a total of 1,056,213 shares for $200.0 million under the ASR Agreement.

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.

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.

| (In thousands) | | 2025 | | | | 2024 | | |

| Credit agreement borrowings | | | — | | | | — | |

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.

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.

| 2026 | | $ | 21,674 | |

| 2027 | | | 21,315 | |

| 2028 | | | 19,571 | |

| 2029 | | | 18,623 | |

| 2030 | | | 14,979 | |

| Thereafter | | | 20,919 | |

| (In thousands) | | 2025 | | | | 2024 | | | | 2023 | | |

| Total: | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2021 | | | 230,022 | | | $ | 23,002 | | | $ | 162,944 | | | $ | 3,493,861 | | | $ | 3,679,807 | |

| Net income | | | — | | | | — | | | | — | | | | 1,377,159 | | | | 1,377,159 | |

| Share repurchases, including settlements under accelerated share repurchase programs | | | (9,630 | ) | | | (963 | ) | | | 62,500 | | | | (1,338,756 | ) | | | (1,277,219 | ) |

| Cash and cash equivalents at beginning of year | | | 433,799 | | | | 186,312 | | | | 462,564 | |

Certain amounts in prior years have been reclassified to conform prior years’ financial statements to the current presentation.

Common Stock Split

On February 16, 2024, we announced that our Board of Directors approved a two\-for-one split of our common stock for shareholders of record as of the close of business on the record date of March 13, 2024.

On March 27, 2024, those shareholders received one additional share of common stock for every share owned.

All references in this report to shares outstanding, weighted average shares outstanding, earnings per share, and dividends per share amounts have been restated retroactively to reflect this stock split.

changes in the overall economic environment or risks surrounding our customers.

our safety, claims management and loss prevention programs, is an effective means of managing insurance costs.

The table below summarizes our accelerated share repurchase activity settled in 2024 and 2022.

We did not enter into any accelerated share repurchase agreements during 2023.

| | | | | | | Agreement | | | | | | | | | | | | | | |

| Agreement | | | Settlement | | | Amount | | | | Initial Shares | | | | Shares Received | | | | Total Shares | | |

| Date | | | Date | | | *(In millions)* | | | | Received | | | | at Settlement | | | | Received | | |

| August 2021 | | | January 2022 | | | $ | 250.0 | | | | 1,310,730 | | | | 246,820 | | | | 1,557,550 | |

| February 2022 | | | April 2022 | | | $ | 400.0 | | | | 2,036,314 | | | | 745,618 | | | | 2,781,932 | |

| May 2024 | | | November 2024 | | | $ | 200.0 | | | | 923,201 | | | | 133,012 | | | | 1,056,213 | |

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis.

Public entities with a single reportable segment are required to apply the disclosure requirements

in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC topic 280 on an interim and annual basis.

| Revolving credit facility | | | — | | | | — | |

Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit.

| 2025 | | $ | 20,548 | |

| 2026 | | | 19,968 | |

| 2027 | | | 19,277 | |

| 2028 | | | 17,243 | |

| 2029 | | | 16,334 | |

| Thereafter | | | 34,734 | |

| Other, net | | | (15,787 | ) | | | (3,814 | ) | | | 1,601 | |

The denominator excludes contingently-issuable shares under performance-based award agreements when the performance target has not yet been deemed achieved.

| Unvested at January 1, 2024 | | | 115,964 | | | $ | 158.62 | |

| Granted | | | 63,602 | | | | 212.19 | |

| Vested | | | (65,128 | ) | | | 144.64 | |

| Forfeited | | | (6,010 | ) | | | 194.89 | |

| Unvested at January 1, 2024 | | | 34,758 | | | $ | 127.47 | |

| Granted (a) | | | — | | | | — | |

As of the end of the period covered by this report, our [removed: management has conducted an evaluation,] [added: management,] with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), [added: conducted an evaluation] of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Exchange Act.

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, [removed: 2024] [added: 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, [removed: 2024,] [added: 2025,] based on our evaluation under the 2013 Framework.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report dated February [removed: 25, 2025,] [added: 24, 2026,] which is included herein.

There were no changes in our internal control over financial reporting that occurred during the [removed: last] [added: fiscal] quarter [removed: of the period covered by this report] [added: ended December 31, 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have audited Old Dominion Freight Line, Inc.’s internal control over financial reporting as of December 31, [removed: 2024] [added: 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, [removed: 2024,] [added: 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, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 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, [removed: 2024,] [added: 2025,] and the related notes and [added: the] financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February [removed: 25, 2025] [added: 24, 2026] expressed an unqualified opinion thereon.

February 24, 2026

February 25, 2025

During the three months ended December 31, [removed: 2024,] [added: 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.

The information required by Item 10 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2025] [added: 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.

The information required by Item 11 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2025] [added: 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.

The information required by Item 12 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2025] [added: 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.

The information required by Item 13 of Form 10-K will appear in the Company’s proxy statement for the [removed: 2025] [added: 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.

The information required by Item 14 of Form 10-K will appear in the Company’s proxy statement for its [removed: 2025] [added: 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.

Balance Sheets – December 31, [removed: 2024] [added: 2025] and December 31, [removed: 2023][added: 2024]

Statements of Operations – Years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022][added: 2023]

Statements of Changes in Shareholders’ Equity – Years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022][added: 2023]

Statements of Cash Flows – Years ended December 31, [removed: 2024,] [added: 2025,] December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022][added: 2023]

| [removed: 2024] [added: 2024] | | [removed: $] [added: $] | [removed: 6,108] [added: 6,108] | | | [removed: $] [added: $] | [removed: 2,011] [added: 2,011] | | | [removed: $] [added: $] | [removed: 1,744] [added: 1,744] | | | [removed: $] [added: $] | [removed: 6,375] [added: 6,375] | |

| 2025 | | $ | 6,375 | | | $ | 2,690 | | | $ | 2,469 | | | $ | 6,596 | |

| 2022 | | $ | 6,039 | | | $ | 2,128 | | | $ | 1,490 | | | $ | 6,677 | |

FOR YEAR ENDED DECEMBER 31, [removed: 2024][added: 2025]

| 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 [removed: 8-K] [added: 8-K,] filed on October 20, 2022)](https://www.sec.gov/Archives/edgar/data/878927/000095017022019795/odfl-ex3_2.htm) |

| 4.15 | | [Description of Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex4_15.htm)] [added: 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)](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex4_15.htm)] |

| 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, [removed: 2020] [added: 2020,] filed on May 5, 2020)](https://www.sec.gov/Archives/edgar/data/878927/000156459020021054/odfl-ex416_458.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on March 23, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017023009357/odfl-ex4_17.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on March 23, 2023)](https://www.sec.gov/Archives/edgar/data/878927/000095017023009357/odfl-ex4_18.htm) |

| 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, [removed: 2024] [added: 2024,] filed on November 6, 2024)](https://www.sec.gov/Archives/edgar/data/878927/000095017024122440/odfl-ex4_19.htm) |

| 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, [removed: 2024] [added: 2024,] filed on November 6, 2024)](https://www.sec.gov/Archives/edgar/data/878927/000095017024122440/odfl-ex4_20.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on November 5, 2012)](https://www.sec.gov/Archives/edgar/data/878927/000087892712000038/finalphantomstockplan.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on November 5, 2012)](https://www.sec.gov/Archives/edgar/data/878927/000087892712000038/finalformofawardagt.htm) |

| [removed: 10.18(16)*] [added: 10.18(17)*] | | [Old Dominion Freight Line, Inc. Non-Employee Director Compensation Structure, effective as of the [removed: 2024] [added: 2026] Annual Meeting of [removed: Shareholders (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)](https://www.sec.gov/Archives/edgar/data/878927/000095017024020176/odfl-ex10_1816.htm)] [added: Shareholders](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex10_1817.htm)] |

| 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 [removed: 8-K] [added: 8-K,] filed on May 20, 2005)](https://www.sec.gov/Archives/edgar/data/878927/000119312505111997/dex10191.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on February 21, 2006)](https://www.sec.gov/Archives/edgar/data/878927/000119312506035347/dex10193.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on July 5, 2012)](https://www.sec.gov/Archives/edgar/data/878927/000087892712000021/mccartyphantomgrant.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on November 1, 2018)](https://www.sec.gov/Archives/edgar/data/878927/000087892718000052/ex10191211118.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on December 19, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101913_121.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on December 19, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101915_177.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on December 19, 2019)](https://www.sec.gov/Archives/edgar/data/878927/000156459019046352/odfl-ex101916_118.htm) |

| 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 [removed: 8-K] [added: 8-K,] filed on February 21, 2006)](https://www.sec.gov/Archives/edgar/data/878927/000119312506035347/dex10202.htm) |

| 19.1 | | [Old Dominion Freight Line, Inc. Policy Statement on the Prevention of Insider [removed: Trading](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex19_1.htm)] [added: Trading](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex19_1.htm)] |

| 23.1 | | [Consent of Ernst & Young [removed: LLP](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex23_1.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex23_1.htm)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex31_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex31_1.htm)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex31_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex31_2.htm)] |

| 32.1 | | [Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex32_1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex32_1.htm)] |

| 32.2 | | [Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/878927/000095017025026661/odfl-ex32_2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/878927/000119312526067161/odfl-ex32_2.htm)] |

| 101 | | The following financial information from our Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] filed on February [removed: 25, 2025,] [added: 24, 2026,] formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] (ii) the Statements of Operations for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iii) the Statements of Changes in Shareholders’ Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] (iv) the Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 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, [removed: 2024,] [added: 2025,] formatted in iXBRL |

| Dated: | February [removed: 25, 2025] [added: 24, 2026] | | By: | /s/ KEVIN M. FREEMAN |

| /s/ DAVID S. CONGDON | | Executive Chairman of the Board of Directors | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ SHERRY A. AAHOLM | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ JOHN R. CONGDON, JR. | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ ANDREW S. DAVIS | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ BRADLEY R. GABOSCH | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ GREG C. GANTT | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ JOHN D. KASARDA | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ CHERYL S. MILLER | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ WENDY T. STALLINGS | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ THOMAS A. STITH, III | | Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ KEVIN M. FREEMAN | | President, Chief Executive Officer and Director | | February [removed: 25, 2025] [added: 24, 2026] |

| /s/ ADAM N. SATTERFIELD | | Executive Vice President and Chief Financial Officer | | February [removed: 25, 2025] [added: 24, 2026] |

| 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)](https://www.sec.gov/Archives/edgar/data/878927/000095017025103916/odfl-ex4_21.htm) |

| 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)](https://www.sec.gov/Archives/edgar/data/878927/000095017025075609/odfl-ex99_1.htm) |

| 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)](https://www.sec.gov/Archives/edgar/data/878927/000095017025103916/odfl-ex10_25.htm) |

| 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)](https://www.sec.gov/Archives/edgar/data/878927/000095017025103916/odfl-ex10_26.htm) |

| 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)](https://www.sec.gov/Archives/edgar/data/878927/000095017025103916/odfl-ex10_27.htm) |

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| /s/ LEO H. SUGGS | | Director | | February 25, 2025 |

| Leo H. Suggs | | | | |