OLD DOMINION FREIGHT LINE, INC. Stock Compensation Disclosure

Note 8. Share-Based Compensation

Stock Incentive Plan

On 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 Awards

During 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. The restricted stock awards accrue dividends while the award is unvested and only carry rights to receive the accrued dividends once vested.

Compensation cost for restricted stock awards is measured at the grant date based on the fair market value per share of our common stock, net of estimated forfeitures.

The weighted average grant date fair value per restricted stock award granted during fiscal years 2025, 2024 and 2023 was $196.72, $212.19 and $179.77, respectively. The total fair value of vested restricted stock awards for fiscal years 2025, 2024 and 2023 was $10.9 million, $13.9 million and $18.1 million, respectively. At December 31, 2025, the Company had $11.9 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested restricted stock awards that are expected to be recognized over a weighted average period of 1.6 years.

Performance-Based Restricted Stock Units

During February 2025, we granted the 2025 PBRSUs to selected employees under the Prior Plan. The 2025 PBRSUs were market-based awards that will be earned over a three-year performance period based on a comparison of the total shareholder return (“TSR”) of our common stock compared to the TSR of a group of peer companies identified by our Talent and Compensation Committee. The 2025 PBRSUs earned may range from zero to 200% of the target award and are subject to accelerated vesting due to death, total disability, retirement, or change in control of the Company. Subject to the foregoing, unvested 2025 PBRSUs are generally forfeited if the minimum threshold performance target is not achieved or upon termination of employment. The unvested 2025 PBRSUs did not include voting rights or dividend participation rights. Shares earned under the 2025 PBRSUs will be issued in the first quarter of the year following the end of the performance period. Compensation cost, net of estimated forfeitures, for the 2025 PBRSUs was based on the fair value of the awards at the grant date measured using the Monte Carlo simulation model and will be recognized as expense on a straight-line basis over the three-year performance period. The key assumptions used in this model include expected volatility, dividend yield and risk-free rate. The estimate of expected volatility for the 2025 PBRSUs was based upon historical stock price volatility and the length of the performance period. The dividend yield was based on the most recent dividends paid and the three-month average stock price. The risk-free interest rate was based on zero-coupon U.S. Treasury bonds. For the 2025 PBRSUs, inputs for expected volatility, dividend yield and the risk-free rate were 35.89%, 0.53% and 4.28%, respectively.

Prior to 2025, we granted Prior PBRSUs to selected employees under the Prior Plan that were earned based on the achievement of stated Company financial performance metrics over a one-year performance period. One-third of the earned Prior PBRSUs vested following the end of the one-year performance period if the financial performance metrics were satisfied, with an additional one-third of the Prior PBRSUs vesting on each of the next two grant date anniversaries. Earned Prior PBRSUs were subject to accelerated vesting due to death, total disability, or change in control of the Company. Subject to the foregoing, unvested Prior PBRSUs were generally forfeited if minimum threshold performance targets were not achieved or upon termination of employment. The unvested Prior PBRSUs did not include voting rights or dividend participation rights. Compensation cost, net of estimated forfeitures, for the Prior PBRSUs was based on the fair market value per share of our common stock at the grant date, with consideration given to the probability of achieving the financial performance targets. At the end of each reporting period, we reassessed the probability of achieving the financial performance targets and any changes to our initial assessment were reflected in the reporting period in which the change in estimate occurred. As of December 31, 2025, there were no outstanding Prior PBRSUs.

The weighted average grant date fair value per share for the 2025 PBRSUs was $248.31. Prior PBRSUs granted for the 2024 and 2023 performance period were not earned as the financial performance metrics were not met. The total fair value of vested PBRSUs for fiscal years 2025, 2024 and 2023 was $1.6 million, $5.8 million and $12.3 million, respectively. At December 31, 2025, we had $3.1 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested 2025 PBRSUs that are expected to be recognized over a weighted average period of 2.1 years.

Phantom Stock Awards

All outstanding phantom stock awards were vested at December 31, 2025. The outstanding phantom stock awards will be settled in shares of our common stock equal to the number of vested shares of phantom stock on the applicable settlement date. The shares of common stock will generally be distributed in twenty-four substantially equal monthly installments commencing on the first day of the sixth calendar month following such settlement date.