Old Dominion Freight Line ODFL · USD

Note 11. Segment InformationWe have one operating and reportable segment that provides regional, inter-regional and national LTL services through a single integrated, union-free organization. We derive revenue primarily in North America and manage our business activities on a Company-wide basis. For the last three fiscal years, more than 95% of our revenue was derived from services performed in the United States and less than 5% of our revenue was generated from services performed internationally. Additionally, no single customer exceeds 5% of our revenue. The accounting policies of our reportable segment are the same as those described in Note 1.Our chief operating decision maker (“CODM”), who is our President and Chief Executive Officer, reviews Company-wide financial information. The CODM uses “Net income” on our Statements of Operations to make capital allocation and spending decisions, which is initially performed as part of our annual strategic planning process. As part of our strategic planning process, we develop an annual budget for capital expenditures to support our forecasted tonnage and shipment growth. This annual capital expenditure plan, and any other spending decisions that the CODM believes will help prepare our Company for future growth, are generally considered our first priorities for allocating capital. Once those decisions are made, other capital considerations may include share repurchases, dividends, and acquisitions. The CODM monitors actual results against forecast throughout the year and evaluates necessary changes in operating activities or capital allocation. 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.

Note 10. Commitments and ContingenciesWe are involved in or addressing various legal proceedings and claims, governmental inquiries, notices and investigations that have arisen in the ordinary course of our business and have not been fully adjudicated, some of which may be covered in whole or in part by insurance. Certain of these matters include collective and/or class-action allegations. We do not believe that the resolution of any of these matters will have a material adverse effect upon our financial position, results of operations or cash flows.

Note 2. Long-term DebtLong-term debt, net of unamortized debt issuance costs, consisted of the following: December 31, (In thousands) 2025 2024 Senior notes $ 39,995 $ 59,987 Credit agreement borrowings — — Total long-term debt 39,995 59,987 Less: Current maturities (20,000 ) (20,000 ) Total maturities due after one year $ 19,995 $ 39,987 Note AgreementOn 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, 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. On May 4, 2020, we issued $100.0 million aggregate principal amount of senior promissory notes (the “Series B Notes”). Borrowing availability under the Note Agreement is reduced by the outstanding amount of the existing Series B Notes, and all other senior promissory notes issued pursuant to the Note Agreement.The Series B Notes bear interest at 3.10% per annum and mature on May 4, 2027, unless prepaid. 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.Credit AgreementThe 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.

Note 4. Income TaxesThe components of the provision for income taxes are as follows: Year Ended December 31, (In thousands) 2025 2024 2023 Current: Federal $ 280,072 $ 284,679 $ 288,030 State 68,780 67,505 66,903 348,852 352,184 354,933 Deferred: Federal (11,333 ) 18,585 42,728 State 86 755 10,613 (11,247 ) 19,340 53,341 Total: Federal 268,739 303,264 330,758 State 68,866 68,260 77,516 Total provision for income taxes $ 337,605 $ 371,524 $ 408,274 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, 2025 2024 2023 (Amounts in thousands) Amount Rate Amount Rate Amount Rate Income tax expense at U.S. statutory rate $ 285,875 21.0 % $ 327,095 21.0 % $ 346,033 21.0 % Federal tax credits (8,557 ) (0.6 )% (8,600 ) (0.6 )% — — % Federal other, net 5,476 0.4 % (1,014 ) 0.0 % 3,074 0.2 % State income taxes, net of federal benefit 54,811 4.0 % 54,043 3.5 % 59,167 3.6 % Total provision for income taxes $ 337,605 24.8 % $ 371,524 23.9 % $ 408,274 24.8 % 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 following: December 31, (In thousands) 2025 2024 Deferred tax assets: Claims and insurance reserves $ 34,245 $ 32,866 Accrued vacation 26,334 23,379 Deferred compensation 44,668 41,387 Other 12,486 11,341 Total deferred tax assets 117,733 108,973 Deferred tax liabilities: Depreciation and amortization (483,012 ) (485,808 ) Other (5,404 ) (5,095 ) Total deferred tax liabilities (488,416 ) (490,903 ) Net deferred tax liability $ (370,683 ) $ (381,930 ) We are subject to U.S. federal income tax, as well as income tax of multiple state tax jurisdictions. We remain open to examination by the Internal Revenue Service for tax years 2022 through 2025.

Note 8. Share-Based CompensationStock Incentive PlanOn May 21, 2025, our shareholders approved the Old Dominion Freight Line, Inc. 2025 Stock Incentive Plan (the “Stock Incentive Plan”) previously approved by our Board of 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 AwardsDuring 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. In both cases, the restricted stock awards are subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested restricted stock awards are generally forfeited upon termination of employment, unless otherwise approved by the Board of Directors or the Talent and Compensation Committee.

Note 3. LeasesWe lease certain assets under operating leases, which primarily consisted of real estate leases for certain service center locations and automotive leases for private passenger vehicles. Certain operating leases provide for renewal options, which can vary by lease and are typically offered at their fair rental value. We have not made any residual value guarantees related to our operating leases; therefore, we have no corresponding liability recorded on our Balance Sheets. 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 included in the right-of-use assets and corresponding lease liabilities begin in 2026 and continue through 2035, and range from three years 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.Of our total operating lease liabilities, $17.2 million and $15.7 million are classified as current and are presented within “Other accrued liabilities,” and $84.2 million and $92.6 million are classified as non-current and are presented within “Other non-current liabilities” on our Balance Sheets as of December 31, 2025 and 2024, respectively. Our right-of-use assets totaled $96.8 million and $104.2 million and are presented within “Other assets,” which is classified as long-term, on our Balance Sheets as of December 31, 2025 and 2024, respectively.Future lease payments for assets under operating leases, as well as a reconciliation to our total lease liabilities as of December 31, 2025, are as follows: (In thousands) Lease Payments 2026 $ 21,674 2027 21,315 2028 19,571 2029 18,623 2030 14,979 Thereafter 20,919 Total lease payments $ 117,081 Less: imputed interest (15,634 ) Total lease liabilities $ 101,447 The weighted average lease term for our operating leases was 5.3 years and 6.2 years at December 31, 2025 and 2024, respectively. 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 4.8% and 4.9% as of December 31, 2025 and 2024, respectively.

ITEM 1C. CYBERSECURITYThe Board, through its Risk Committee, oversees the Company’s risk identification, risk tolerance, and management practices for enterprise risks facing the Company, including, but not limited to, risks associated with technology and operations, such as cybersecurity and cyber incident analysis and assessment. Our cybersecurity policies, standards, processes and practices are fully integrated into our enterprise risk management (“ERM”) program and are based on recognized frameworks established by the National Institute of Standards and Technology and other applicable industry best practices. In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on protecting our systems to support our business operations, preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively assessing and, if and as needed, responding to any cybersecurity threats and/or incidents. Risk Management and Strategy Key elements of our cybersecurity program include the following:•The Board’s oversight of cybersecurity risk management is supported by the Risk Committee, which regularly interacts with our ERM function, our Director of Information Security, and other members of the OD Technology Department. •We have implemented a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and/or incidents, while also implementing controls and procedures that provide for the prompt escalation of cybersecurity incidents as appropriate (including information that is conveyed to the Board under certain circumstances) so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner.•We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. •We have established and maintain comprehensive incident response and recovery plans that are designed to help us to timely and efficiently respond to a cybersecurity incident, and such plans are tested and evaluated on at least an annual basis.

Note 7. Earnings Per ShareBasic earnings per share is computed by dividing net income by the daily weighted average number of shares of our common stock outstanding for the period, excluding unvested restricted stock. Unvested restricted stock is included in common shares outstanding on our Balance Sheets. Diluted earnings per share is computed using the treasury stock method. 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. Contingently issuable shares under performance-based award agreements are included in, or excluded from, the 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.