Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 22, 2026, John D. Kasarda, Ph.D. notified Old Dominion Freight Line, Inc. (the "Company") of his decision to retire from the Board of Directors of the Company (the "Board") effective immediately. Dr. Kasarda's decision to retire from the Board was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On September 22, 2026, the Board elected Worthing F. Jackman as a member of the Board effective immediately. The Board has determined that Mr. Jackman is an independent director under the applicable rules of The Nasdaq Stock Market LLC. Mr. Jackman has also been appointed to the Governance and Nomination Committee and Talent and Compensation Committee of the Board.

Mr. Jackman, 62, most recently served as Chief Executive Officer and a member of the board of directors of Waste Connections, Inc. ("WCI"), a leading integrated solid waste services company that provides collection, transfer, recycling, and disposal services across North America, from July 2019 to April 2023. His prior roles at WCI included President from July 2018 to April 2023, Chief Financial Officer from September 2004 to July 2018, and Vice President - Finance and Investor Relations from April 2003 to August 2004. Mr. Jackman serves on the board of directors of Quanta Services, Inc. (NYSE: PWR), where he is Chairman of the Audit Committee and a member of the Finance and Investment Committee. He also serves as Executive Chair of the board of directors of WillScot Holdings Corporation (NASDAQ: WSC).

In accordance with the Company's non-employee director compensation program, Mr. Jackman will receive a pro rata portion of each of the: (i) $110,000 annual cash retainer; and (ii) annual restricted stock award with a grant value of $172,000.

There is no arrangement or understanding between Mr. Jackman and any other person pursuant to which he was elected as a director, and there is no family relationship between Mr. Jackman and any of the Company's other directors or executive officers. Mr. Jackman does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.