CONGDON DAVID S 4

What Happened
David S. Congdon, Executive Chairman and a director of Old Dominion Freight Line (ODFL), reported open-market sales and a subsequent gift. On Feb 19, 2026 he sold 42,000 shares at a weighted-average price of $194.67 (proceeds $8,176,140) and 10,000 shares at $195.17 (proceeds $1,951,700), for total cash proceeds of about $10,127,840. On Feb 23, 2026 he disposed of 30,415 shares as a gift (no proceeds).

Key Details

• Transaction types: Open-market sales (S) and a gift (G).
• Sale dates & prices: Feb 19, 2026 — 42,000 shares @ $194.67 (weighted avg) and 10,000 shares @ $195.17. Footnote clarifies the $194.67 figure is a weighted average, with individual sale prices ranging $194.16–$195.13.
• Gift date: Feb 23, 2026 — 30,415 shares gifted (no cash proceeds).
• Total sold: 52,000 shares for about $10.13 million; gifted: 30,415 shares.
• Shares owned after transaction: Not reported in the provided filing excerpt.
• Filing timeliness: Form 4 was filed Feb 23, 2026 reporting Feb 19–23 transactions; this appears to be within the typical 2-business-day reporting window.
• Footnote: The reporting person will provide details on the number of shares sold at each separate price within the stated range upon request.

Context

• Sales by insiders are often routine (liquidity, diversification, taxes) and do not by themselves indicate negative company fundamentals. Gifts likewise do not necessarily reflect sentiment about the stock.
• No options exercises, awards, or 10% owner transactions were reported here—this filing is simple cash sales plus a gift.