1 unchanged sentence
a) Evaluation of disclosure controls and procedures
−Removed: As of the end of the period covered by this report, our management has conducted an evaluation, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Exchange Act.
+Added: As of the end of the period covered by this report, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of our disclosure controls and procedures in accordance with Rule 13a-15 under the Exchange Act.
Based on this evaluation as of the end of the period covered by this report, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
8 unchanged sentences
c) Changes in internal control over financial reporting
−Removed: There were no changes in our internal control over financial reporting that occurred during the last quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Report of Independent Registered Public Accounting Firm
4 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: 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, 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) and our report dated February 25, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of the Company as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and the financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 24, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
77 unchanged sentences
Specimen certificate of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 22, 2023)
−Removed: Description of Common Stock
+Added: Description of Common Stock (Incorporated by reference to the exhibit of the same number contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 25, 2025)
Note Purchase and Private Shelf Agreement among Old Dominion Freight Line, Inc., PGIM, Inc.
6 unchanged sentences
and the other holders of Notes (as defined therein) (Incorporated by reference to the exhibit of the same number contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed on November 6, 2024)
+Added: 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)
Old Dominion Freight Line, Inc.
16 unchanged sentences
Old Dominion Freight Line, Inc.
−Removed: Non-Employee Director Compensation Structure, effective as of the 2024 Annual Meeting of 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)
+Added: Non-Employee Director Compensation Structure, effective as of the 2026 Annual Meeting of Shareholders
Old Dominion Freight Line, Inc.
49 unchanged sentences
Old Dominion Freight Line, Inc.
+Added: 2025 Stock Incentive Plan (Incorporated by reference to Exhibit 99.1 contained in the Company's Registration Statement on Form S-8 (File No.
+Added: 333-287462), filed on May 21, 2025)
+Added: Form of Old Dominion Freight Line, Inc.
+Added: 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)
+Added: Form of Old Dominion Freight Line, Inc.
+Added: 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)
+Added: Form of Old Dominion Freight Line, Inc.
+Added: 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)
+Added: Old Dominion Freight Line, Inc.
Policy Statement on the Prevention of Insider Trading
33 unchanged sentences
February 24, 2026
−Removed: February 25, 2025
President, Chief Executive Officer and Director
9 unchanged sentences
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.