FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period endedMarch 31,2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from ________ to ________ .Commission File Number:0-19582 OLD DOMINION FREIGHT LINE, INC. 500 Old Dominion WayThomasville,North Carolina (336)889-5000(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)Name of each exchange on which registeredODFLThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of May 2, 2025 there were211,325,394shares of the registrant’s Common Stock ($0.10 par value) outstanding. INDEX Part I – FINANCIAL INFORMATION Item 1Financial Statements Condensed Balance Sheets – March 31, 2025 and December 31, 2024Condensed Statements of Operations – For the three months ended March 31, 2025 and 2024Condensed Statements of Changes in Shareholders’ Equity – For the three months ended March 31, 2025 and 2024Condensed Statements of Cash Flows – For the three months ended March 31, 2025 and 2024Notes to the Condensed Financial StatementsItem 2Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3Quantitative and Qualitative Disclosures about Market RiskItem 4Controls and Procedures Part II – OTHER INFORMATION PART I. FINANCIAL INFORMATION The accompanying notes are an integral part of these condensed financial statements. The accompanying notes are an integral part of these condensed financial statements. NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1. Significant Accounting Policies Business We are one of the largest North American less-than-truckload (“LTL”) motor carriers. We provide regional, inter-regionaland national LTL services through a single integrated, union-free organization. Our service offerings, which include expeditedtransportation, 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 Basis of Presentation The accompanying unaudited, interim condensed financial statements have been prepared in accordance with U.S. generallyaccepted accounting principles (“GAAP”) for interim financial information and, in management’s opinion, contain all adjustments(consisting of normal recurring items) necessary for a fair presentation, in all material respects, of the financial position and results The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimatesand assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingentassets and liabilities at the date of the condensed financial statements and the reported amounts of revenue and expenses during thereporting period. Actual results could differ from those estimates. Our operating results are subject to seasonal trends; therefore, the The condensed financial statements should be read in conjunction with the financial statements and related notes, whichappear in our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes in theaccounting principles and policies, long-term contracts or estimates inherent in the preparation of the condensed financial Unless the context requires otherwise, references in these Notes to “Old Dominion,” the “Company,” “we,” “us” and “our”refer to Old Dominion Freight Line, Inc. Stock Repurchase Program On July 28, 2021, we announced that our Board of Directors had approved a stock repurchase program authorizing us torepurchase up to an aggregate of $2.0billion of our outstanding commo