OLD DOMINION FREIGHT LINE, INC.

Previous wording

In analyzing the components of our revenue, we monitor changes and trends in our LTL volumes and LTL revenue per hundredweight. While LTL revenue per hundredweight is a yield measurement, it is also a commonly-used indicator for general pricing trends in the LTL industry. This yield metric is not a true measure of price, however, as it can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment and length of haul. As a result, changes in revenue per hundredweight do not necessarily indicate actual changes in underlying base rates. LTL revenue per hundredweight and the key factors that can impact this metric are described in more detail below:

Current wording

In analyzing the components of our revenue, we monitor changes and trends in our LTL volumes and LTL revenue per hundredweight. While LTL revenue per hundredweight is a yield measurement, it is also a commonly-used indicator for general pricing trends in the LTL industry. This yield metric is not a true measure of price, however, as it can be influenced by many other factors, such as changes in fuel surcharges, weight per shipment and length of haul. As a result, changes in LTL revenue per hundredweight do not necessarily indicate actual changes in underlying base rates. LTL revenue per hundredweight and the key factors that can impact this metric are described in more detail below:

Previous 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.

Current wording

Our financial results for the second quarter and first six months of 2026 reflect an increase in revenue, net income, and earnings per diluted share compared to the same periods of 2025. The strength of our financial results reflects the continued improvement in demand trends and the benefits of our long-term focus on yield discipline and operational execution. We continued to maintain 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 second quarter and first six months of 2026, which supported the continued improvement in our yield. We also maintained our focus on operating efficiently and controlling discretionary spending, which contributed to the improvement in our operating ratio to 70.1% and 72.9% in the second quarter and first six months of 2026, respectively. As a result, our net income and diluted earnings per share increased by 30.5% and 32.3%, respectively, for the second quarter of 2026 as compared to the second quarter of 2025 and increased 12.5% and 14.6%, respectively, for the first six months of 2026 as compared to the first six months of 2025.

Previous 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.

Current wording

Revenue increased $146.3 million, or 10.4%, and $106.1 million, or 3.8%, in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025 due to an increase in LTL revenue per hundredweight that was partially offset by a decrease in volumes. LTL tonnage per day decreased 4.1% and 5.9% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025, primarily due to a decrease in LTL shipments per day that was partially offset by an increase in LTL weight per shipment. The decrease in our volumes was offset by an increase of 15.2% and 10.6% in the second quarter and first six months of 2026, respectively, in our LTL revenue per hundredweight, which included the impact of higher fuel surcharges resulting from the increase in the average price of diesel fuel for the comparable periods. Excluding fuel surcharges, LTL revenue per hundredweight increased 5.5% and 5.0% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025. We believe the increase in the LTL revenue per hundredweight, excluding fuel surcharge, 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 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.

Current wording

Revenue per day increased 8.2% in July 2026 as compared to the same month last year. LTL revenue per hundredweight increased 9.3% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 4.2% as compared to the same month last year. LTL tons per day decreased 1.0% due to a 3.0% decrease in LTL shipments per day that was partially offset by a 2.0% increase in LTL weight per shipment.

Previous wording

Salaries, wages and benefits decreased $19.8 million, or 3.0%, in the first quarter of 2026 as compared to the first quarter of 2025 due to a $17.8 million decrease in salaries and wages and a $2.0 million decrease in employee benefit costs.

Current wording

Salaries, wages and benefits increased $15.3 million, or 2.3%, in the second quarter of 2026 as compared to the second quarter of 2025 due to a $2.4 million increase in salaries and wages and a $12.9 million increase in employee benefit costs. Salaries, wages and benefits decreased $4.5 million, or 0.3%, in the first six months of 2026 as compared to the same period of 2025, due to a $15.4 million decrease in salaries and wages that was partially offset by a $10.9 million increase in employee benefit costs.

Previous 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.

Current wording

Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, improved as a percent of revenue to 21.7% and 22.9% in the second quarter and first six months of 2026, respectively, from 24.4% and 24.5% for the same periods of 2025. Despite the decrease in network density that generally results from the decline in volumes, our productive labor costs improved as a percentage of revenue, reflecting the leveraging effect of the increase in our yield as well as our continued focus on operating efficiently and delivering superior service to our customers. Our platform productivity metrics and linehaul laden load average improved in the second quarter and first six months of 2026 compared to the same periods of 2025, which helped offset the reduction in our P&D productivity metrics.

Previous 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.

Current wording

The increase in our costs attributable to employee benefits in both the second quarter and first six months of 2026, as compared to the same periods of 2025, was primarily due to an increase in retirement benefit plan costs that are directly linked to our net income and increased costs associated with our group health benefits resulting from higher average costs per claim. As a result, employee benefit costs as a percent of salaries and wages increased to 42.0% in the second quarter of 2026 from 39.5% in the comparable period of 2025 and increased to 40.7% in the first six months of 2026 from 38.9% in the comparable period of 2025.

Previous 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.

Current wording

Operating supplies and expenses increased $35.2 million, or 24.7% and $32.1 million, or 11.0%, in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025 primarily due to an increase in our costs for diesel fuel used in our vehicles that was partially offset by lower maintenance and repair costs for our fleet. 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 70.5% and 41.2% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025. We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed decreased 5.2% and 7.3% in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025, primarily due to a decrease in miles driven.

Previous wording

General supplies and expenses increased $7.2 million, or 18.0%, in the first quarter of 2026 compared to the first quarter of 2025. The increase was primarily due to higher costs related to employee training and cloud-computing technology.

Current wording

General supplies and expenses increased $4.7 million, or 11.4%, in the second quarter of 2026 compared to the second quarter of 2025, primarily due to higher costs related to cloud-computing technology. General supplies and expenses increased $11.9 million, or 14.6%, in the first six months of 2026 compared to the first six months of 2025, primarily due to higher costs related to employee training and cloud-computing technology.

Previous 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.

Current wording

Depreciation and amortization increased $1.0 million, or 1.2%, and $4.2 million, or 2.3%, in the second quarter and first six months of 2026, respectively, as compared to the same periods of 2025. The increase in both periods was primarily due to the assets acquired as part of our 2025 and 2026 capital expenditure programs, partially offset by the impact of the disposal of property and equipment. 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 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.

Current wording

Our effective tax rate was 25.0% for both the second quarter and first six months of 2026, as compared to 24.8% for both the second quarter and first six months 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 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.

Current wording

The change in our cash flows provided by operating activities during the first six months of 2026 as compared to the first six months of 2025 was primarily due to higher net income, partially offset by changes in certain working capital accounts.

Previous 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.”

Current wording

The change in our cash flows used in investing activities during the first six months of 2026 as compared to the first six months of 2025 was primarily due to the reduction in our 2026 capital expenditure program and the increase in proceeds from the sale of property and equipment. 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 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.”

Current wording

The change in our cash flows used in financing activities during the first six months of 2026 as compared to the first six months of 2025 was primarily due to a decrease in cash utilized for repurchases of our common stock, partially offset by the change in net borrowings under our credit agreement. We had no activity on our credit agreement in the first six months of 2026 as compared to $130.0 million of net borrowings during the first six months of 2025. Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.”

Previous 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:

Current wording

The table below sets forth our net capital expenditures for property and equipment for the six months ended June 30, 2026 and the years ended December 31, 2025 and 2024:

Previous 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.

Current wording

We currently estimate capital expenditures will be approximately $380 million for the year ending December 31, 2026, which is an increase of $115 million from our initial plan. Approximately $180 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 $155 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 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.

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 June 30, 2026, we had $1.31 billion remaining authorized under the 2023 Repurchase Program.

Previous 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.

Current wording

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

Previous 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.

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 four principal payments of $20.0 million each were paid in May 2023, 2024, 2025 and 2026. The remaining $20.0 million will be paid in May 2027. The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under the Credit Agreement.

Previous wording

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (“SOFR”) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. 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 total consolidated capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.

Current wording

At our option, borrowings under the Credit Agreement bear interest at either: (i) the Secured Overnight Financing Rate (“SOFR”) plus the Term SOFR Adjustment, as defined in the Credit Agreement, equal to 0.100%, plus an applicable margin that ranges from 1.000% to 1.375%; or (ii) a Base Rate, as defined in the Credit Agreement, plus an applicable margin that ranges from 0.000% to 0.375%. The applicable margin for each of the foregoing options is dependent upon our consolidated debt to consolidated total capitalization ratio. 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.

Previous 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.

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 consolidated debt to consolidated total capitalization 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 June 30, 2026.