Form 8-K

8-K — OLD DOMINION FREIGHT LINE, INC.

Accession: 0000878927-26-000031

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0000878927

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — odfl-20261028.htm (Primary)

EX-99.1 (odfl-ex99_1.htm)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

OLD DOMINION FREIGHT LINE, INC.

(Exact name of Registrant as Specified in Its Charter)

Virginia

0-19582

56-0751714

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

500 Old Dominion Way

Thomasville, North Carolina

27360

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (336) 889-5000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock ($0.10 par value)

ODFL

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition

On October 28, 2026, Old Dominion Freight Line, Inc. issued a press release regarding its financial results for its third quarter of 2026, ended September 30, 2026. A copy of this press release is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated October 28, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

OLD DOMINION FREIGHT LINE, INC.

By:

/s/ Clayton G. Brinker

Clayton G. Brinker

Vice President – Accounting and Finance

(Principal Accounting Officer)

Date: October 28, 2026

EX-99.1

Filename: odfl-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Contact:

Adam N. Satterfield

Executive Vice President and

Chief Financial Officer

(336) 822-5721

OLD DOMINION FREIGHT LINE REPORTS THIRD QUARTER 2026

EARNINGS PER DILUTED SHARE OF $1.65

THOMASVILLE, N.C. (October 28, 2026) – Old Dominion Freight Line, Inc. (Nasdaq: ODFL) today announced financial results for the three-month and nine-month periods ended September 30, 2026.

Three Months Ended

Nine Months Ended

September 30,

(In thousands, except per share amounts)

2026

2025

% Chg.

2026

2025

% Chg.

Total revenue

1,590,726

1,406,511

13.1%

4,479,426

4,189,093

6.9%

LTL services revenue

1,576,567

1,394,338

13.1%

4,437,396

4,150,289

6.9%

Other services revenue

14,159

12,173

16.3%

42,030

38,804

8.3%

Operating income

452,645

360,844

25.4%

1,235,287

1,056,794

16.9%

Operating ratio

71.5

74.3

72.4

74.8

Net income

343,749

270,947

26.9%

932,608

794,233

17.4%

Diluted earnings per share

1.65

1.28

28.9%

4.47

3.74

19.5%

Diluted weighted average shares outstanding

208,122

210,898

(1.3)%

208,714

212,173

(1.6)%

Marty Freeman, President and Chief Executive Officer of Old Dominion, commented, “Old Dominion produced strong financial results in the third quarter that included a 13.1% increase in revenue and a 28.9% increase in our earnings per diluted share. These results were made possible by the hard work and dedication of our OD Family of employees who continued to diligently execute on the core aspects of our long-term strategic plan. The cornerstone of our strategic plan remains our commitment to providing our customers with superior service at a fair price, and we were pleased that our service metrics were once again best-in-class in the third quarter with 99% on-time service and a claims ratio of 0.1%.

“Our 13.1% increase in revenue was primarily due to a 13.3% increase in our LTL revenue per hundredweight that was partially offset by a 0.1% decrease in our LTL tons per day. The decrease in our LTL tons per day reflects the net impact of a 2.0% decrease in our LTL shipments per day and a 1.9% increase in our LTL weight per shipment. Demand for our service improved during the quarter and our LTL tons per day increased on a year-over-year basis in September. LTL revenue per hundredweight, excluding fuel surcharges, increased 5.1% compared to the third quarter of 2025 as we continued to maintain our disciplined approach to yield management.

“Our operating ratio improved by 280 basis points to 71.5% for the third quarter of 2026. Within our direct operating costs, improvement in our salaries, wages and benefits as a percentage of revenue more than offset an increase in our

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ODFL Reports Third Quarter Financial Results

Page 2

October 28, 2026

operating supplies and expenses. Our overhead costs improved by 170 basis points compared to the third quarter of 2025 due primarily to the leverage gained from the increase in our revenue as well as our continued efforts to control our discretionary spending. The combination of revenue growth and operating ratio improvement resulted in a 28.9% increase in our earnings per diluted share to $1.65 for the third quarter.”

Cash Flow and Use of Capital

Old Dominion’s net cash provided by operating activities was $469.5 million for the third quarter of 2026 and $1.1 billion for the first nine months of this year. The Company had $466.2 million in cash and cash equivalents at September 30, 2026.

Capital expenditures were $67.1 million for the third quarter of 2026 and $206.7 million for the first nine months of this year. The Company expects its aggregate capital expenditures for 2026 to total approximately $380 million, including planned expenditures of $180 million for real estate and service center expansion projects; $155 million for tractors and trailers; and $45 million for information technology and other assets.

Old Dominion continued to return capital to shareholders during the third quarter of 2026 through its share repurchase and dividend programs. For the first nine months of this year, the Company utilized $400.6 million of cash for its share repurchase program and paid $180.7 million in cash dividends.

Summary

Mr. Freeman concluded, “Old Dominion produced another quarter of strong, profitable revenue growth. Our unwavering commitment to providing our customers with the highest standard of service has created an unmatched value proposition in our industry and supports our ongoing focus on revenue quality. As this quarter demonstrates, our consistent investments in our network, our people and our technology provide us with the flexibility to respond quickly to changes in the demand environment. This flexibility allows us to support our customers with the capacity that they require while continuing to operate efficiently. As a result, we remain confident in our ability to win profitable market share and increase shareholder value over the long term.”

Old Dominion will hold a conference call to discuss this release today at 10:00 a.m. Eastern Time. Investors will have the opportunity to listen to the conference call live over the internet by going to ir.odfl.com. Please log on at least 15 minutes early to register for the conference call. For those who cannot listen to the live broadcast, a replay will be available at this website shortly after the call and will be available for 30 days. A telephonic replay will also be available through November 4, 2026, at (855) 669-9658, access code 1955363.

Forward-looking statements in this news release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution the reader that such forward-looking statements involve risks and uncertainties that could cause actual events and results to be materially different from those expressed or implied herein, including, but not limited to, the following: (1) the challenges associated with executing our growth strategy, and developing, marketing and consistently delivering high-quality services that meet customer expectations; (2) various economic factors such as inflationary pressures or downturns in the domestic economy, and our inability to sufficiently increase our customer rates to offset the increase in our costs; (3) changes in our relationships with significant customers; (4) our exposure to claims related to cargo loss and damage, property damage, personal injury, workers’ compensation and healthcare, increased self-insured retention or deductible levels or premiums for excess coverage, and claims in excess of insured coverage levels; (5) reductions in the available supply or increases in the cost of equipment and parts; (6) higher

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ODFL Reports Third Quarter Financial Results

Page 3

October 28, 2026

costs for or limited availability of suitable real estate; (7) the availability and cost of third-party transportation used to supplement our workforce and equipment needs; (8) fluctuations in the availability and price of diesel fuel and our ability to collect fuel surcharges, as well as the effectiveness of those fuel surcharges in mitigating the impact of fluctuating prices for diesel fuel and other petroleum-based products; (9) seasonal trends in the less-than-truckload (“LTL”) industry, harsh weather conditions and disasters; (10) the availability and cost of capital for our significant ongoing cash requirements; (11) decreases in demand for, and the value of, used equipment; (12) our ability to successfully consummate and integrate acquisitions; (13) various risks arising from our international business relationships; (14) the costs and potential adverse impact of compliance with anti-terrorism measures on our business; (15) the competitive environment with respect to our industry, including pricing pressures; (16) changes in international trade policies, including with respect to tariffs; (17) 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; (18) the negative impact of any unionization, or the passage of legislation or regulations that could facilitate unionization, of our employees; (19) increases in the cost of employee compensation and benefit packages used to address general labor market challenges and to attract or retain qualified employees, including drivers and maintenance technicians; (20) our ability to retain our key employees and continue to effectively execute our succession plan; (21) potential costs and liabilities associated with cyber incidents and other risks with respect to our information technology systems or those of our third-party service providers, including system failure, security breach, disruption by malware or ransomware or other damage; (22) the failure to adapt to new technologies implemented by our competitors in the LTL and transportation industry, which could negatively affect our ability to compete; (23) the failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely, which could cause us to incur costs or result in a loss of business; (24) disruption in the operational and technical services (including software as a service) provided to us by third parties, which could result in operational delays and/or increased costs; (25) the Compliance, Safety, Accountability initiative of the Federal Motor Carrier Safety Administration (“FMCSA”), which could adversely impact our ability to hire qualified drivers, meet our growth projections and maintain our customer relationships; (26) the costs and potential adverse impact of compliance with, or violations of, current and future rules issued by the Department of Transportation, the FMCSA and other regulatory agencies; (27) the costs and potential liabilities related to compliance with, or violations of, existing or future governmental laws and regulations, including environmental laws; (28) the effects of legal, regulatory or market responses to climate change concerns; (29) emissions-control and fuel efficiency regulations that could substantially increase operating expenses; (30) varied stakeholder expectations relating to evolving sustainability considerations and related reporting obligations; (31) the increase in costs associated with healthcare and other mandated benefits; (32) the costs and potential liabilities related to legal proceedings and claims, governmental inquiries, notices and investigations; (33) the impact of changes in tax laws, rates, guidance and interpretations; (34) the concentration of our stock ownership with the Congdon family; (35) the ability or the failure to declare and pay future cash dividends; (36) fluctuations in the amount and frequency of our stock repurchases; (37) volatility in the market value of our common stock; (38) the impact of certain provisions in our articles of incorporation, bylaws, and Virginia law that could discourage, delay or prevent a change in control of us or a change in our management; and (39) other risks and uncertainties described in our most recent Annual Report on Form 10-K and other filings with the SEC. 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.

- MORE -

ODFL Reports Third Quarter Financial Results

Page 4

October 28, 2026

Old Dominion Freight Line, Inc. is one of the largest North American LTL motor carriers and provides 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.

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ODFL Reports Third Quarter Financial Results

Page 5

October 28, 2026

OLD DOMINION FREIGHT LINE, INC.

Statements of Operations

Third Quarter

Year to Date

(In thousands, except per share amounts)

2026

2025

2026

2025

Revenue

1,590,726

100.0

1,406,511

100.0

4,479,426

100.0

4,189,093

100.0

Operating expenses:

Salaries, wages and benefits

704,838

44.3

663,034

47.1

2,030,481

45.3

1,993,212

47.6

Operating supplies and expenses

189,329

11.9

144,185

10.3

513,730

11.5

436,534

10.4

General supplies and expenses

48,830

3.1

45,075

3.2

142,312

3.2

126,631

3.0

Operating taxes and licenses

33,907

2.1

34,582

2.5

101,229

2.3

105,168

2.5

Insurance and claims

18,883

1.2

18,803

1.3

55,508

1.2

55,077

1.3

Communications and utilities

8,890

0.6

9,568

0.7

26,702

0.6

29,667

0.7

Depreciation and amortization

90,422

5.7

92,219

6.6

274,437

6.1

272,014

6.5

Purchased transportation

35,021

2.1

28,274

2.0

96,562

2.1

84,481

2.0

Miscellaneous expense, net

7,961

0.5

9,927

0.6

3,178

0.1

29,515

0.8

Total operating expenses

1,138,081

71.5

1,045,667

74.3

3,244,139

72.4

3,132,299

74.8

Operating income

452,645

28.5

360,844

25.7

1,235,287

27.6

1,056,794

25.2

Non-operating (income) expense:

Interest expense

0.0

407

0.0

Interest income

(4,168

)

(0.2

(559

)

(0.0

(8,889

)

(0.2

(2,905

)

(0.1

Other expense, net

1,757

0.1

1,098

0.1

3,599

0.1

3,526

0.1

Income before income taxes

455,024

28.6

360,301

25.6

1,240,170

27.7

1,056,161

25.2

Provision for income taxes

111,275

7.0

89,354

6.3

307,562

6.9

261,928

6.2

Net income

343,749

21.6

270,947

19.3

932,608

20.8

794,233

19.0

Earnings per share:

Basic

1.66

1.29

4.49

3.76

Diluted

1.65

1.28

4.47

3.74

Weighted average outstanding shares:

Basic

207,085

209,850

207,669

211,102

Diluted

208,122

210,898

208,714

212,173

Dividends declared per share

0.29

0.28

0.87

0.84

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ODFL Reports Third Quarter Financial Results

Page 6

October 28, 2026

OLD DOMINION FREIGHT LINE, INC.

Operating Statistics

Third Quarter

Year to Date

2026

2025

% Chg.

2026

2025

% Chg.

Work days

—

191

—

Operating ratio

71.5

74.3

72.4

74.8

LTL intercity miles (1)

154,844

155,365

(0.3

451,539

472,206

(4.4

LTL tons (1)

2,060

2,063

(0.1

6,023

6,274

(4.0

LTL tonnage per day

32,194

32,231

(0.1

31,532

32,847

(4.0

LTL shipments (1)

2,773

2,829

(2.0

8,068

8,511

(5.2

LTL shipments per day

43,332

44,201

(2.0

42,240

44,558

(5.2

LTL revenue per hundredweight

38.40

33.88

13.3

36.97

33.13

11.6

LTL revenue per hundredweight, excluding fuel surcharges

30.25

28.78

5.1

29.71

28.28

5.1

LTL revenue per shipment

570.55

494.17

15.5

551.93

488.41

13.0

LTL revenue per shipment, excluding fuel surcharges

449.47

419.67

7.1

443.55

416.89

6.4

LTL weight per shipment (lbs.)

1,486

1,458

1.9

1,493

1,474

1.3

Average length of haul (miles)

912

909

0.3

911

912

(0.1

Average active full-time employees

20,202

21,073

(4.1

20,182

21,504

(6.1

(1) -

In thousands

Note:

Our LTL operating statistics exclude certain transportation and logistics services where pricing is generally not determined by weight. These statistics also exclude adjustments to revenue for undelivered freight required for financial statement purposes in accordance with our revenue recognition policy.

OLD DOMINION FREIGHT LINE, INC.

Balance Sheets

September 30,

December 31,

(In thousands)

2026

2025

Cash and cash equivalents

466,224

120,091

Other current assets

725,548

574,742

Total current assets

1,191,772

694,833

Net property and equipment

4,414,456

4,504,204

Other assets

287,952

271,123

Total assets

5,894,180

5,470,160

Current maturities of long-term debt

19,998

20,000

Other current liabilities

563,004

463,906

Total current liabilities

583,002

483,906

Long-term debt

—

19,995

Other non-current liabilities

639,212

655,202

Total liabilities

1,222,214

1,159,103

Total shareholders' equity

4,671,966

4,311,057

Total liabilities and shareholders' equity

5,894,180

5,470,160

Note: The financial and operating statistics in this press release are unaudited.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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