OLD DOMINION FREIGHT LINE, INC. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On May 1, 2020, we announced that our Board of Directors had approved a two-year stock repurchase program authorizing us to repurchase up to an aggregate of $700.0 million of our outstanding common stock (the “2020 Repurchase Program”). The 2020 Repurchase Program became effective upon the termination of our $350.0 million repurchase program on May 29, 2020. 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. On July 28, 2021, we announced that our Board of Directors had approved a new 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, which does not have an expiration date, will begin after the completion of the 2020 Repurchase Program. At September 30, 2021, our repurchase programs had $2.02 billion remaining available, including $62.5 million that is deferred until final settlement occurs on the August 2021 ASR Agreement (as defined below), leaving $1.96 billion remaining available and uncommitted. The following table provides information regarding our repurchases of our common stock during the third quarter of 2021: ISSUER PURCHASES OF EQUITY SECURITIES Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs July 1 - 31, 2021 - $ - - $ 2,275,018,788 August 1 - 31, 2021 (1) (2) 796,081 $ 321.89 796,081 $ 2,018,768,935 September 1 - 30, 2021 - $ - - $ 2,018,768,935 Total 796,081 $ 321.89 796,081 (1) The total number of shares purchased includes the final settlement of 140,716 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on February 25, 2021. The final number of shares received was based on the daily volume-weighted average share price during the term of agreement, less a negotiated discount. (2) The total number of shares purchased includes the initial delivery of 655,365 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on August 26, 2021 (the “August 2021 ASR Agreement”), representing approximately 75% of the total value of shares to be received by us under the terms of the agreement. The remaining shares are expected to settle during the first quarter of 2022, but may settle earlier in certain circumstances. The total number of shares repurchased and the related cost per share will be based on the daily volume-weighted average share price of our common stock during the term of the agreement, less a negotiated discount. Item 6. Exhibits The exhibits listed in the accompanying Exhibit Index are filed as a part of this report. 20 EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q Exhibit No. Description 31.1 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 3, 2021, formatted in iXBRL ( Inline eXtensible Business Reporting Language) includes: (i) the Condensed Balance Sheets at September 30, 2021 and December 31, 2020, (ii) the Condensed Statements of Operations for the three and nine months ended September 30, 2021 and 2020, (iii) the Condensed Statements of Changes in Shareholders’ Equity for the three and nine months ended September 30, 2021 and 2020, (iv) the Condensed Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, and (v) the Notes to the Condensed Financial Statements 104 The cover page from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL Our SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 0-19582. 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OLD DOMINION FREIGHT LINE, INC. DATE: November 3, 2021 /s/ ADAM N. SATTERFIELD Adam N. Satterfield Senior Vice President - Finance and Chief Financial Officer (Principal Financial Officer) DATE: November 3, 2021 /s/ KIMBERLY S. MAREADY Kimberly S. Maready Vice President - Accounting and Finance (Principal Accounting Officer) 22