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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock Information

Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol ODFL. At February 17, 2026, there were 717,652 holders of our common stock, including 69 shareholders of record.

The following table provides information regarding our repurchases of our common stock during the fourth quarter of 2025:

ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Shares Purchased (1)Average Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
October 1-31, 2025330,331$139.31329,657$1,620,435,734
November 1-30, 2025289,748$135.16289,074$1,581,368,579
December 1-31, 2025257,183$155.58256,510$1,541,446,222
Total877,262$142.71875,241

(1)

Total number of shares purchased during the quarter includes 2,021 shares of our common stock surrendered by participants to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our stock incentive plans.

(2)

Average price paid per share excludes a 1% excise tax imposed by the Inflation Reduction Act of 2022.

On July 28, 2021, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”). The 2021 Repurchase Program began after completion of our prior repurchase program in January 2022 and was completed in May 2024. On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock (the “2023 Repurchase Program”). The 2023 Repurchase Program, which does not have an expiration date, began after the completion of the 2021 Repurchase Program in May 2024.

Under our repurchase programs, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.

At December 31, 2025, we had $1.54 billion remaining authorized under the 2023 Repurchase Program.

Performance Graph

The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, 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, 2025.

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Cumulative Total Return

12/31/2012/31/2112/31/2212/31/2312/31/2412/31/25
Old Dominion Freight Line, Inc.$100$184$146$210$184$165
S&P 500 Total Return Index$100$129$105$133$166$196
Dow Jones Transportation Average$100$133$110$132$134$149

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