OLD DOMINION FREIGHT LINE, INC.

Previous wording

We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. More than 98% of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

Current wording

We are one of the largest North American less-than-truckload (“LTL”) motor carriers and provide regional, inter-regional and national LTL services through a single integrated, union-free organization. Our service offerings, which include expedited transportation, are provided through an expansive network of service centers located throughout the continental United States. Through strategic alliances, we also provide LTL services throughout North America. In addition to our core LTL services, we offer a range of value-added services including container drayage, truckload brokerage and supply chain consulting. More than 98% of our revenue has historically been derived from transporting LTL shipments for our customers, whose demand for our services is generally tied to industrial production and the overall health of the U.S. domestic economy.

Previous wording

Our financial results for the third quarter and first nine months of 2025 reflect continued softness in the domestic economy, which contributed to the decline in our revenue, net income and diluted earnings per share. 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 third quarter and first nine months of 2025. This service performance supported the continued improvement in our yield. We also maintained our focus on operating efficiently and controlling discretionary spending during the quarter, although the deleveraging effect from the decrease in revenue and increases in depreciation and miscellaneous expenses led to an increase in our operating ratio. As a result, our net income and diluted earnings per share decreased 12.2% and 10.5%, respectively, for the third quarter of 2025 as compared to the same period of 2024 and decreased 13.9% and 12.0%, respectively, for the first nine months of 2025 as compared to the same period of 2024.

Current wording

Our financial results for the first quarter of 2026 reflect a decrease in revenue compared to the first quarter of 2025, primarily due to lower volumes. While revenue declined year-over-year, demand trends improved as the first quarter of 2026 progressed. We continued to maintain our commitment to superior customer service by providing our customers with 99% on-time service and a cargo claims ratio below 0.1% during the quarter. This service performance supported the continued improvement in our yield. We also maintained our focus on operating efficiently and controlling discretionary spending during the quarter, although the deleveraging effect from the decrease in revenue and an increase in general supplies and expenses led to an increase in our operating ratio. As a result, our net income and diluted earnings per share decreased by 6.4% and 4.2%, respectively, for the first quarter of 2026 as compared to the first quarter of 2025.

Previous wording

The decreases in our volumes were partially offset by increases in our LTL revenue per hundredweight of 4.7% and 3.4% in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024. Our LTL revenue per hundredweight, excluding fuel surcharges, also increased 4.7% in the third quarter of 2025 as compared to the same period of 2024. In the first nine months of 2025, the increase in our LTL revenue per hundredweight includes the impact of lower fuel surcharges that resulted from a decline in the average price of diesel fuel from the comparable period. Our LTL revenue per hundredweight, excluding fuel surcharges, increased 4.7% in the first nine months of 2025 as compared to the same period of 2024. We believe the increase in our LTL revenue-per-hundredweight metrics in the third quarter and first nine months of 2025, as compared to the same periods of 2024, was driven by the ongoing execution of our long-term 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.

Current wording

Revenue decreased $40.2 million, or 2.9%, in the first quarter of 2026 as compared to the first quarter of 2025 due to a decrease in volumes that was partially offset by an increase in LTL revenue per hundredweight. LTL tonnage per day decreased 7.7% in the first quarter of 2026 as compared to the first quarter of 2025, primarily due to a decrease in LTL shipments per day. This decrease in our volumes was partially offset by a 5.7% increase in our LTL revenue per hundredweight, which includes the impact of higher fuel surcharges resulting from an increase in the average price of diesel fuel for the comparable period. Excluding fuel surcharges, LTL revenue per hundredweight increased 4.4% in the first quarter of 2026 as compared to the first quarter of 2025. 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.

Previous wording

Revenue per day decreased 6.8% in October 2025 as compared to the same month last year. LTL tons per day decreased 11.7%, due to a 9.8% decrease in LTL shipments per day and a 2.2% decrease in LTL weight per shipment. LTL revenue per hundredweight increased 5.6% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 5.3% as compared to the same month last year.

Current wording

Revenue per day increased 7.6% in April 2026 as compared to the same month last year. LTL revenue per hundredweight increased 14.6% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 4.7% as compared to the same month last year. LTL tons per day decreased 6.1% due to a 7.5% decrease in LTL shipments per day that was partially offset by a 1.4% increase in LTL weight per shipment.

Previous wording

The decrease in salaries and wages in the third quarter and first nine months of 2025, as compared to the same periods of 2024, was primarily due to the decrease of 6.2% and 5.2%, respectively, in our average number of active full-time employees as we balanced our workforce with current shipping trends. Salaries and wages also decreased as a result of lower performance-based bonus compensation, the impacts of which 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 24.1% and 24.4%, respectively, in the third quarter and first nine months of 2025, as compared to 24.0% in both the third quarter and first nine months of 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 9.7% and 9.8%, respectively, in the third quarter and first nine months of 2025, as compared to 9.4% and 9.5%, respectively, in the same periods of 2024.

Current wording

The decrease in salaries and wages in the first quarter of 2026 as compared to the first quarter of 2025 was primarily due to the 7.1% decrease in our average number of active full-time employees that was partially offset by the annual wage increase provided to employees in September of 2025. Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, decreased as a percent of revenue to 24.2% in the first quarter of 2026 as compared to 24.7% in the first quarter of 2025. Despite the decrease in network density that generally results from the decline in volumes, our team continued to operate efficiently and deliver superior service to our customers in the first quarter of 2026. Our platform productivity metrics improved in the first quarter of 2026 compared to the first quarter of 2025, which helped offset the reduction in our linehaul laden load factor and P&D productivity metrics.

Previous wording

Our costs attributable to employee benefits were negatively impacted by higher costs associated with our group health and dental plans during the third quarter and first nine months of 2025 due to increases in the average costs per claim as compared to the same periods of 2024. Our employee benefit costs were also impacted by decreases in retirement benefit plan costs 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 39.7% in the third quarter of 2025 from 38.6% in the comparable period of 2024 and increased to 39.2% in the first nine months of 2025 from 37.1% in the comparable period of 2024.

Current wording

The decrease in our costs attributable to employee benefits was primarily due to 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. Employee benefit costs as a percent of salaries and wages increased to 39.2% in the first quarter of 2026 as compared to 38.2% in the first quarter of 2025.

Previous wording

Operating supplies and expenses decreased $12.0 million, or 7.7%, and $53.1 million, or 10.9%, in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, due to decreases in our costs for diesel fuel used in our vehicles as well as lower maintenance and repair costs. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both average price per gallon and consumption. Our average cost per gallon of diesel fuel increased 2.3% in the third quarter of 2025 and decreased 6.7% in the first nine months of 2025 as compared to the same periods of 2024. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 8.6% and 7.7% in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, primarily due to a decrease in miles driven. Additionally, our other operating supplies and expenses decreased between the periods compared primarily due to lower maintenance and repair costs for our fleet.

Current wording

Operating supplies and expenses decreased $3.2 million, or 2.1%, in the first quarter of 2026 as compared to the first quarter of 2025. This was primarily due to lower maintenance and repair costs for our fleet that was partially offset by an increase in our costs for diesel fuel used in our vehicles. The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both the average price per gallon and consumption. Our average cost per gallon of diesel fuel increased 13.5% in the first quarter of 2026 as compared to the first quarter of 2025. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 9.3% in the first quarter of 2026 as compared to the first quarter of 2025 primarily due to a decrease in miles driven.

Previous wording

Depreciation and amortization costs increased $5.6 million, or 6.4%, and $16.3 million, or 6.4%, in the third quarter and first nine months of 2025, respectively, as compared to the same periods of 2024, primarily due to the increases in depreciation costs of 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 2025 capital expenditure plan. While our investments in real estate, equipment, and technology can increase our costs in the short-term, we believe these investments are necessary to support our continued long-term growth and strategic initiatives.

Current wording

Depreciation and amortization increased $3.2 million, or 3.6%, in the first quarter of 2026 as compared to the first quarter of 2025. The increase was primarily due to the assets acquired as part of our 2025 and 2026 capital expenditure programs. While our investments in real estate, equipment, and technology can increase our short-term costs, we believe these investments are necessary to support our continued long-term growth and strategic initiatives.

Previous wording

Our effective tax rate was 24.8% for both the third quarter and first nine months of 2025, as compared to 23.4% and 24.5%, respectively, for the third quarter and first nine months of 2024. 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-taxable or non-deductible items.

Current wording

Our effective tax rate was 25.0% for the first quarter of 2026 as compared to 24.8% for the first quarter of 2025. 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-taxable or non-deductible items.

Previous wording

The change in our cash flows provided by operating activities during the first nine months of 2025 as compared to the first nine months of 2024 was due to a decrease in net income and changes in certain working capital accounts, primarily related to receivables.

Current wording

The change in our cash flows provided by operating activities during the first quarter of 2026 as compared to the first quarter of 2025 was due to changes in certain working capital accounts that were partially offset by a decrease in net income.

Previous wording

The change in our cash flows used in investing activities during the first nine months of 2025 as compared to the first nine months of 2024 was primarily due to the reduction in our 2025 capital expenditure plan as compared to 2024. Changes in our capital expenditures are more fully described below under “Capital Expenditures.”

Current wording

The change in our cash flows used in investing activities during the first quarter of 2026 as compared to the first quarter of 2025 was primarily due to the reduction in our 2026 capital expenditure program as compared to the first quarter of 2025. Changes in our capital expenditures are more fully described below under “Capital Expenditures.”

Previous wording

The change in our cash flows used in financing activities during the first nine months of 2025 as compared to the first nine months of 2024 was primarily due to lower cash utilized for repurchases of our common stock in the first nine months of 2025, as we entered into an accelerated share repurchase agreement in the second quarter of 2024, and an increase in net borrowings under our credit agreement in the second and third quarters of 2025. Our repurchases of common stock and financing arrangements are more fully described below under “Stock Repurchase Program” and “Financing Agreements,” respectively.

Current wording

The change in our cash flows used in financing activities during the first quarter of 2026 as compared to the first quarter of 2025 was primarily due to a decrease in cash utilized for repurchases of our common stock. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.”

Previous wording

We have four primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (as subsequently amended, the “Credit Agreement”), and our 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 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.

Current wording

We have three primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, and available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (as subsequently amended, the “Credit Agreement”). We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed.

Previous wording

The table below sets forth our net capital expenditures for property and equipment for the nine-month period ended September 30, 2025 and the years ended December 31, 2024 and 2023:

Current wording

The table below sets forth our net capital expenditures for property and equipment for the three months ended March 31, 2026 and the years ended December 31, 2025 and 2024:

Previous wording

Our capital expenditures vary based upon the projected increase in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle, and forecasted tonnage and shipment growth. 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 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. We expect our capital expenditures to remain below this range in both 2025 and 2026 as we continue to utilize available capacity within our existing network for growth.

Current wording

Our capital expenditures vary based upon the projected increase in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle, and forecasted tonnage and shipment growth. 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 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.

Previous wording

We currently estimate capital expenditures will be approximately $450 million for the year ending December 31, 2025. Approximately $210 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $190 million is allocated for the purchase of tractors and trailers; and approximately $50 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and borrowings available under the Credit Agreement or Note Agreement. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures for the next twelve months and in the longer term.

Current wording

We currently estimate capital expenditures will be approximately $265 million for the year ending December 31, 2026. Approximately $125 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $95 million is allocated for the purchase of tractors and trailers; and approximately $45 million is allocated for investments in technology and other assets. We expect to fund these capital expenditures primarily through cash flows from operations, our existing cash and cash equivalents and, if needed, borrowings available under the Credit Agreement. We believe our current sources of liquidity will be sufficient to satisfy our expected capital expenditures for the next twelve months and in the longer term.

Previous wording

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.

Current wording

On July 26, 2023, we announced that our Board of Directors had approved a 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 began after the completion of our prior repurchase program in May 2024 and does not have an expiration date. Under the 2023 Repurchase Program, we may repurchase shares from time to time in open market purchases or through privately negotiated transactions. Shares of our common stock repurchased under the 2023 Repurchase Program are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. At March 31, 2026, we had $1.45 billion remaining authorized under the 2023 Repurchase Program.

Previous wording

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.

Current wording

Our Board of Directors declared a cash dividend of $0.29 per share for the first quarter of 2026 and declared a cash dividend of $0.28 per share for each quarter of 2025.

Previous wording

Although we intend to pay a quarterly cash dividend on our common stock for the foreseeable future, the declaration and amount of any future dividend is subject to approval by our Board of Directors, and is restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under our Credit Agreement and Note Agreement. We anticipate that any future quarterly cash dividends will be funded through cash flows from operations, our existing cash and cash equivalents, and, if needed, borrowings under our Credit Agreement or Note Agreement.

Current wording

Although we intend to pay a quarterly cash dividend on our common stock for the foreseeable future, the declaration and amount of any future dividend is subject to approval by our Board of Directors, and is restricted by applicable state law limitations on distributions to shareholders as well as certain covenants under the Credit Agreement and the Note Agreement. We anticipate that any future quarterly cash dividends will be funded through cash flows from operations, our existing cash and cash equivalents, and, if needed, borrowings under our Credit Agreement.

Previous wording

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 the Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement.

Current wording

On May 4, 2020, we entered into the Note Agreement which provided 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”). 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 the Credit Agreement.

Previous wording

The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. The Credit Agreement and Note Agreement also include a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment). We were in compliance with all covenants in our outstanding debt instruments for the period ended September 30, 2025.

Current wording

The Credit Agreement and the Note Agreement, as it relates to the Series B Notes, contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio. The Credit Agreement and the Note Agreement also include a provision limiting our ability to make restricted payments, including dividends and payments for share repurchases, unless, among other conditions, no defaults or events of default are ongoing (or would be caused by such restricted payment). We were in compliance with all covenants in our outstanding debt instruments for the period ended March 31, 2026.

Previous wording

We do not anticipate financial performance that would cause us to violate any such covenants in the future, and we believe the combination of our existing Credit Agreement and Note Agreement along with our additional borrowing capacity will be sufficient to meet foreseeable seasonal and long-term capital needs.

Current wording

We do not anticipate financial performance that would cause us to violate any such covenants in the future, and we believe our existing Credit Agreement along with our additional borrowing capacity will be sufficient to meet foreseeable seasonal and long-term capital needs.

Previous wording

the impact on our customers’ and suppliers’ businesses of various economic factors such as recessions, inflation, downturns in the economy, global uncertainty and instability, changes in international trade policies, changes in U.S. social, political, and regulatory conditions or a disruption of financial markets;

Current wording

our customers’ and suppliers’ businesses may be impacted by various economic factors such as recessions, inflation, downturns in the economy, global uncertainty and instability, changes in U.S. social, political, and regulatory conditions or a disruption of financial markets, which may decrease demand for our services or increase our costs;

Previous wording

expectations relating to evolving sustainability considerations and related reporting obligations;

Current wording

varied stakeholder expectations relating to evolving sustainability considerations and related reporting obligations;

Previous wording

the ability or the failure to declare future cash dividends;

Current wording

the ability or the failure to declare and pay future cash dividends;

Previous wording

Our forward-looking statements are based upon our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements as (i) these statements are neither a prediction nor a guarantee of future events or circumstances; and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except as otherwise required by law.

Current wording

Our forward-looking statements are based on our beliefs and assumptions using information available at the time the statements are made. We caution the reader not to place undue reliance on our forward-looking statements as (i) these statements are neither a prediction nor a guarantee of future events or circumstances and (ii) the assumptions, beliefs, expectations and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the statement is made, except to the extent required by law.