What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-24 compared with 2025-02-25 · 188 added, 151 removed, 685 unchanged (33% of the section changed)

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Insurance and claims

Communication and utilities

Communications and utilities

Depreciation and amortization

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Average length of haul (miles)

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.

Our financial results for 2024 reflect continued softness in the domestic economy that contributed to the decline in our revenue.

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

We maintained our focus on operating efficiently and controlling discretionary spending during the year, but the increase in costs and the deleveraging effect from the decrease in revenue led to an increase in our operating ratio.

Our financial results for 2025 reflect continued softness in the domestic economy, which contributed to the decline in our revenue, net income and diluted earnings per share.

Despite the decrease in our LTL tons, we maintained our commitment to superior customer service by providing our customers with 99% on-time service and a cargo claims ratio of 0.1% during the year.

This service performance supported the continued improvement in our yield.

We also maintained our focus on operating efficiently and controlling discretionary spending during the year, although the deleveraging effect from the decrease in revenue 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 13.7% and 11.7%, respectively, as compared to 2024.

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Excluding fuel surcharges, LTL revenue per hundredweight increased 4.8% in 2025 as compared to 2024.

We believe the increase in our LTL revenue-per-hundredweight metrics was driven by the ongoing execution of our yield management strategy.

We believe the increase in our LTL revenue per hundredweight metric was driven by the ongoing execution of our yield management strategy.

Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.

January 2026 Update

Revenue per day decreased 4.2% in January 2025 compared to the same month last year.

LTL tons per day decreased 7.1%, due primarily to a 5.4% decrease in LTL shipments per day and a 1.7% decrease in LTL weight per shipment.

Revenue per day decreased 6.8% in January 2026 as compared to the same month last year.

LTL tons per day decreased 9.6%, due primarily to a 9.8% decrease in LTL shipments per day that was partially offset by a 0.3% increase in LTL weight per shipment.

LTL revenue per hundredweight increased 3.1% as compared to the same month last year.

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Operating Costs and Other Expenses

Salaries, wages, and benefits increased $59.6 million, or 2.3%, in 2024 as compared to 2023, due to a $46.1 million increase in salaries and wages and a $13.5 million increase in employee benefit costs.

The increase in salaries and wages was due primarily to the annual wage increase provided to our employees at the beginning of both September 2023 and 2024.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.1% in 2024 from 23.6% in 2023.

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.

Our other salaries and wages as a percent of revenue also increased to 9.5% in 2024 as compared to 9.0% in 2023.

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.

Our employee benefit costs as a percent of salaries and wages remained relatively consistent at 37.3% in 2024 compared to 37.5% in 2023.

Salaries, wages, and benefits decreased $54.0 million, or 2.0%, in 2025 as compared to 2024, due to a $75.4 million decrease in salaries and wages and a $21.4 million increase in employee benefit costs.

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.

These changes were partially offset by the annual wage increase provided to our employees at the beginning of both September 2025 and 2024.

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.4% in 2025 as compared to 24.1% in 2024 as a result of the decrease in network density.

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.

Our other salaries and wages as a percent of revenue increased to 9.8% in 2025 as compared to 9.5% in 2024.

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.

As a result, employee benefit costs as a percent of salaries and wages increased to 40.0% in 2025 compared to 37.3% in 2024.

Operating supplies and expenses decreased $64.3 million, or 10.1%, in 2025 as compared to 2024, due primarily to decreases in our costs for diesel fuel used in our vehicles and lower maintenance and repair costs.

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therefore, our costs are subject to market price fluctuations.

Our gallons consumed also decreased 3.5% in 2024 as compared to 2023 due primarily to a decrease in our miles driven.

Our other operating supplies and expenses as a percent of revenue decreased in 2024 as compared to 2023 due primarily to lower maintenance and repair costs, as we improved the average age of our fleet by consistently executing on our capital expenditure programs.

Our gallons consumed also decreased 8.6% in 2025 as compared to 2024 due primarily to a decrease in miles driven.

Additionally, other operating supplies and expenses decreased in 2025 as compared to 2024 primarily due to lower maintenance and repair costs for our fleet.

Depreciation and amortization increased $20.1 million, or 5.8%, in 2025 as compared to 2024.

The increases in depreciation and amortization costs were due primarily to the assets acquired as part of our 2023 and 2024 capital expenditure programs.

The increase in depreciation and amortization costs was due primarily to the assets acquired as part of our 2024 and 2025 capital expenditure programs.

We believe depreciation costs will continue to increase in future periods based on our 2026 capital expenditure plan.

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Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other non-deductible items.

In 2024, our effective tax rate was favorably impacted by the purchase of federal tax credits and other discrete tax adjustments.

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

In 2024, our effective tax rate was also favorably impacted by certain other discrete tax adjustments.

Liquidity and Capital Resources

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Financing activities

(Decrease) increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at end of year

The change in our cash flows provided by operating activities during 2024 as compared to 2023 was due primarily to the $139.5 million increase in certain other working capital accounts partially offset by the $53.4 million decrease in net income.

The change in our cash flows used in investing activities during 2024 as compared to 2023 was primarily due to the timing of purchases and maturities of short-term investments and an increase in expenditures under our 2024 capital expenditure program.

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

Changes in our capital expenditures are more fully described below in “Capital Expenditures.”

The change in our cash flows used in financing activities during 2024 as compared to 2023 was primarily due to higher repurchases of our common stock, as well as an increase in dividend payments to our shareholders during 2024.

Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.” Our long-term debt agreement is more fully described below under “Financing Arrangements.”

The change in our cash flows provided by operating activities during 2025 as compared to 2024 was due to a decrease in net income and changes in certain working capital accounts.

The change in our cash flows used in investing activities during 2025 as compared to 2024 was primarily due to the reduction in our 2025 capital expenditure program as compared to 2024.

Changes in our capital expenditures are more fully described below under “Capital Expenditures.”

The change in our cash flows used in financing activities during 2025 as compared to 2024 was primarily due to a decrease in cash utilized for repurchases of our common stock in 2025.

We have four primary sources of available liquidity:

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(“Prudential”) and certain affiliates and managed accounts of Prudential (as subsequently amended, the “Note Agreement”).

The Credit Agreement and the Note Agreement are described in more detail below under “Financing Arrangements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

The Credit Agreement and the Note Agreement are described in more detail below under “Financing Agreements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Capital Expenditures

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Expenditures for land and structures can be dependent upon the availability of land in the geographic areas where we are looking to expand.

We historically spend 10% to 15% of our revenue on capital expenditures each year, and we generally expect to continue to maintain a level of capital expenditures in order to support our long-term plan for market share growth.

There could be years, however, where our annual capital expenditures plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth.

We historically spend 10% to 15% of our revenue on capital expenditures each year, and we generally expect to continue to maintain a level of capital expenditures that we believe supports our long-term plan for market share growth.

There could be years, however, where our annual capital expenditure plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth.

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.

We currently estimate capital expenditures will be approximately $265 million for the year ending December 31, 2026.

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Dividends to Shareholders

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.

Our Board of Directors declared a cash dividend of $0.26 per share for each quarter of 2024, declared a cash dividend of $0.20 per share for each quarter of 2023 and declared a cash dividend of $0.15 per share for each quarter of 2022.

Our Board of Directors declared a cash dividend of $0.28 per share for each quarter of 2025 and declared a cash dividend of $0.26 per share for each quarter of 2024.

On February 4, 2026, we announced that our Board of Directors had declared a cash dividend of $0.29 per share of our common stock.

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The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid.

The first two principal payments of $20.0 million each were paid on May 4, 2023 and 2024, respectively.

The remaining $60.0 million will be paid in three equal annual installments of $20.0 million through May 4, 2027.

The first three principal payments of $20.0 million each were paid on May 4, 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 the Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement.

Credit Agreement

The Credit Agreement, which matures in May 2028, provides for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $400.0 million.

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, 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:

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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 consolidated total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

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

The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below:

(In thousands)

Facility limit

Line of credit borrowings

Credit Agreement limit

Credit Agreement borrowings

Outstanding letters of credit

Available borrowing capacity

Credit Agreement availability

General Debt Provisions

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We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of our services in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic

With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate

the appropriate revenue to each separate reporting period.

With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate the appropriate revenue to each separate reporting period.

Under this method, we develop a factor for each uncompleted shipment by dividing the actual number of days in transit at the end of a reporting period by that shipment’s standard delivery time schedule.

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Other accrued liabilities

Income taxes payable

Current maturities of long-term debt

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Balance as of December 31, 2022

Share repurchases, including settlements under

accelerated share repurchase programs

Cash dividends declared ($ 0.60 per share)

Share-based compensation and share issuances, net of

Taxes paid in exchange for shares withheld

Balance as of December 31, 2022

Share repurchases, including transaction costs

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Balance as of December 31, 2024

Share repurchases, including transaction costs

Cash dividends declared ($ 1.12 per share)

Share-based compensation and share issuances, net

of forfeitures

Taxes paid in exchange for shares withheld

Balance as of December 31, 2025

The accompanying notes are an integral part of these financial statements.

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Noncash lease expense

Gain on disposal of property and equipment

Loss (gain) on disposal of property and equipment

Deferred income taxes

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Proceeds from maturities of short-term investments

Other investing

Net cash used in investing activities

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Dividends paid

Principal payments under debt agreements

Principal payments under long-term debt agreements

Other financing activities, net

Net cash used in financing activities

(Decrease) increase in cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Income taxes paid (includes payments of $ 177.5 million for purchased

federal tax credits in 2024 to offset estimated tax payments)

Interest paid

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In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting.

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

Basis of Presentation

The preparation of financial statements in conformity with U.S.

generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

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

Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our” refer to Old Dominion Freight Line, Inc.

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.

Revenue and Expense Recognition

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Other services

Total revenue

Total revenue from operations

Allowances for Uncollectible Accounts and Revenue Adjustments

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We estimate this allowance by analyzing the aging of our customer receivables, our historical loss experience and other trends and factors affecting the credit risk of our customers, including anticipated changes to future performance.

Write-offs occur when we determine an account to be uncollectible and could differ from our allowance estimate as a result of factors such as

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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

Write-offs occur when we determine an account to be uncollectible and could differ from our allowance estimate as a result of factors such as changes in the overall economic environment or risks surrounding our customers.

Additional allowances may be required if the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments.

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We use historical experience, trends and current information to update and evaluate these estimates.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

Financial instruments that potentially subject us to concentrations of credit risk consist principally of customer receivables and, when held, short-term investments.

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We carry a significant amount of insurance with third-party insurance carriers that provides various levels of protection for our risk exposure, including protection in the areas of property, casualty, cyber, management, and group health, with coverage limits and retention and deductible levels that we believe are reasonable given historical claim activity and severity.

We believe that our policy of maintaining self-insured retentions or deductibles under these various insurance programs for a portion of our risks, supported by

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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

We believe that our policy of maintaining self-insured retentions or deductibles under these various insurance programs for a portion of our risks, supported by our safety, claims management and loss prevention programs, is an effective means of managing insurance costs.

We periodically review our risk exposure and insurance coverage applicable to those risks and believe that we maintain sufficient insurance coverage.

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The related cost for cargo loss and damage and BIPD is charged to “Insurance and claims” on our Statements of Operations, while the related costs for workers’ compensation, group health and group dental are charged to “Salaries, wages and benefits” on our Statements of Operations.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

Our liability for claims and insurance totaled $ 168.8 million and $ 164.2 million at December 31, 2025 and 2024 , respectively.

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We have various share-based compensation plans for our employees and non-employee directors.

Our share-based compensation includes awards of phantom stock, restricted stock, and performance-based restricted stock units which are accounted for under ASC Topic 718, Compensation - Stock Compensation .

Our share-based compensation includes awards of restricted stock, phantom stock, and performance-based restricted stock units (“PBRSUs”) which are accounted for under ASC Topic 718, Compensation - Stock Compensation .

All share-based compensation expense is presented in “Salaries, wages and benefits” for employees and “Miscellaneous expenses, net” for non-employee directors in the accompanying Statements of Operations.

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The total tax benefit recognized related to these awards was $ 3.6 million, $ 6.9 million and $ 3.3 million during 2025, 2024 and 2023, respectively.

Awards of restricted stock, phantom stock and performance-based restricted stock units are accounted for as equity under ASC Topic 718.

Awards of restricted stock, phantom stock and PBRSUs are accounted for as equity under ASC Topic 718.

We recognize compensation cost, net of estimated forfeitures, for restricted stock awards and phantom stock awards on a straight-line basis over the requisite service period of each award.

Compensation cost for performance-based restricted stock unit awards is recognized using the accelerated attribution method over the requisite service period of each award.

At the end of each reporting period, we reassess the probability of achieving performance targets and changes to our initial assessment are reflected in the reporting period in which the change in estimate occurs.

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.

Compensation cost, net of estimated forfeitures, for financial performance metric-based PBRSUs granted prior to 2025 (“Prior PBRSUs”) was recognized using the accelerated attribution method over the requisite service period of each award.

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.

The costs of advertising our services are expensed as incurred and are included in “General supplies and expenses” on our Statements of Operations.

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Our other financial securities in current assets and current liabilities approximate their fair value due to the short-term maturities of these instruments.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

Stock Repurchase Program

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 in January 2022 and was completed in May 2024.

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.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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.

We entered into accelerated share repurchase agreements with a third-party financial institution on each of August 26, 2021, February 24, 2022 and May 28, 2024.

The Company’s accelerated share repurchase agreements were each accounted for as a settled treasury stock purchase and a forward stock purchase contract.

On May 28, 2024, we entered into an accelerated share repurchase agreement (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 was classified within capital in excess of par value on our Balance Sheets.

The Company's accelerated share repurchase agreements were each 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.

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.

Initial Shares

Shares Received

(In millions)

at Settlement

February 2022

November 2024

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.

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

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

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Recently Adopted Accounting Pronouncements

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

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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

We adopted ASU 2023-07 effective December 31, 2024 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 11.

Recently Issued Accounting Pronouncements Not Yet Adopted

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.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, 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 will result in additional disclosures.

We adopted ASU 2023-09 in the fourth quarter of 2025 on a retrospective basis.

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):

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Clarifying the Effective Date.

ASU 2024-03 requires public entities to disclose additional disclosure of the nature of expenses included on the statement of operations as well as disclosures about specific types of expenses included in the expense captions presented on the statement of operations in the notes to the financial statements on an interim and annual basis.

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.

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.

Long-term Debt

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(In thousands)

Revolving credit facility

Credit agreement borrowings

Total long-term debt

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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 on March 22, 2023 and August 28, 2024, the “Note Agreement”).

(“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.

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The Series B Notes bear interest at 3.10 % per annum and mature on May 4, 2027, unless prepaid.

The first two principal payments of $ 20.0 million each were paid on May 4, 2023 and 2024, respectively.

The remaining $ 60.0 million will be paid in three equal annual installments of $ 20.0 million through May 4, 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 on August 28, 2024, the “Credit Agreement”) or other senior promissory notes issued pursuant to the Note Agreement.

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.

OLD DOMINION FREIGHT LINE, INC.

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Credit Agreement

The Credit Agreement, which matures in May 2028, provides for a five-year, $ 250.0 million senior unsecured revolving line of credit and a $ 150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $ 400.0 million.

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, 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.

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:

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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 $ 37.7 million and $ 40.0 million of outstanding letters of credit at December 31, 2024 and 2023, respectively.

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

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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 begin in 2025 and continue through 2035 , and range from one month to ten years in length.

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.

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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 4.9 % as of December 31, 2024 and 2023.

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.

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Total provision for income taxes

The following is a reconciliation of income tax expense calculated using the U.S.

statutory federal income tax rate with our income tax expense for 2024, 2023 and 2022:

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,

(In thousands)

Tax provision at statutory rate

(Amounts in thousands)

Income tax expense at U.S.

statutory rate

Federal tax credits

Federal other, net

State income taxes, net of federal benefit

Total provision for income taxes

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

Deferred tax assets and liabilities, which are included in “Other assets” and “Deferred income taxes” on our Balance Sheets, consist of the following:

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:

(In thousands)

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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.

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)

Total income taxes paid

(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.

Related Party Transactions

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Participant accounts are adjusted to reflect participant deferrals and the performance of their deemed investments.

The amounts owed to the participants totaled $ 109.4 million and $ 101.4 million at December 31, 2024 and 2023, respectively, of which $ 100.4 million and $ 91.2 million were included in “Other non-current liabilities” on our Balance Sheets as of December 31, 2024 and 2023, respectively.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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.

Earnings Per Share

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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.

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

The following table provides a reconciliation of the number of shares of common stock used in computing basic and diluted earnings per share:

Contingently issuable shares under performance-based award agreements are included in, or excluded from, the

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,

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2025 Stock Incentive Plan (the “Stock Incentive Plan”) previously approved by our Board of Directors.

The Stock Incentive Plan, under which awards may be granted until May 18, 2026, or the Stock Incentive Plan’s earlier termination, serves as our primary equity incentive plan and 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 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 2024, 2023 and 2022, we granted restricted stock awards to selected employees and non-employee directors under the Stock Incentive Plan.

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.

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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.

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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:

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Unvested at December 31, 2025

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 year 2024, 2023 and 2022 was $ 13.9 million, $ 18.1 million and $ 20.1 million, 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 2024, 2023 and 2022, we granted performance-based restricted stock units (“PBRSUs”) to selected employees under the Stock Incentive Plan.

The PBRSUs are earned based on the achievement of stated Company performance metrics over a one-year performance period.

One-third of the earned PBRSUs vest following the end of the one-year performance period if the performance metrics are satisfied, with an additional one-third of the PBRSUs vesting on each of the next two grant date anniversaries.

Earned PBRSUs are subject to accelerated vesting due to death, total disability, or change in control of the Company.

Subject to the foregoing, unvested PBRSUs are generally forfeited if minimum threshold performance targets are not achieved or upon termination of employment.

The unvested PBRSUs do not include voting rights or dividend participation rights.

Compensation cost for PBRSUs is measured at the grant date based on the fair market value per share of our common stock, with consideration given to the probability of achieving performance targets.

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:

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Unvested at December 31, 2025

(a) PBRSUs earned may range from zero to 200 % of the target award.

PBRSUs granted for the 2024 performance period were not earned as the performance metrics were not met.

At December 31, 2024, the Company had less than $ 0.1 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested PBRSUs that are expected to be recognized over a weighted average period of less than 0.1 years.

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.

OLD DOMINION FREIGHT LINE, INC.

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Balance of shares outstanding at December 31, 2025

During 2024, 3,444 phantom shares vested with a weighted average grant date fair value per share of $ 57.38 , and all outstanding phantom stock awards were vested at December 31, 2024.

The outstanding 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.

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.

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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 Financial Accounting Standards Board.

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.

Commitments and Contingencies

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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.

OLD DOMINION FREIGHT LINE, INC.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

The following table presents financial information with respect to our segment for the years ended December 31, 2024, 2023 and 2022:

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

Year Ended December 31,

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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.

Long-lived assets, which consist primarily of property and equipment, net, are all located in the United States.

Report of Independent Registered Public Accounting Firm

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We have audited the accompanying balance sheets of Old Dominion Freight Line, Inc.

(the Company) as of December 31, 2024 and 2023, the related statements of operations, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “financial statements”).

(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.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis