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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 30)
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OLD DOMINION FREIGHT LINE, INC. (Name of Issuer) |
Common Stock ($0.10 par value) (Title of Class of Securities) |
679580100 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 679580100 |
| 1 | Names of Reporting Persons
David S. Congdon | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,844,895.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
OLD DOMINION FREIGHT LINE, INC. | |
| (b) | Address of issuer's principal executive offices:
500 Old Dominion Way Thomasville, NC 27360 | |
| Item 2. | ||
| (a) | Name of person filing:
David S. Congdon | |
| (b) | Address or principal business office or, if none, residence:
500 Old Dominion Way Thomasville, NC 27360 | |
| (c) | Citizenship:
USA | |
| (d) | Title of class of securities:
Common Stock ($0.10 par value) | |
| (e) | CUSIP No.:
679580100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
7,844,895 | |
| (b) | Percent of class:
3.7 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
2,685,123 | ||
| (ii) Shared power to vote or to direct the vote:
5,159,772 | ||
| (iii) Sole power to dispose or to direct the disposition of:
2,685,123 | ||
| (iv) Shared power to dispose or to direct the disposition of:
5,159,772
The securities reported herein include (i) 178,031 shares held in Mr. Congdon's 401(k) retirement plan; (ii) 2,507,092 shares held as trustee of various family trusts; (iii) 3,793,886 shares held through shared voting and investment rights as co-trustee of various family trusts; and (iv) 1,365,886 shares held through shared voting and investment rights with the shareholder's spouse as trustee of various family trusts.
The shares referenced in (i)-(ii) in the preceding paragraph are reported herein as shares as to which Mr. Congdon has sole voting and dispositive power. The shares referenced in (iii) in the preceding paragraph are reported herein as shares as to which Mr. Congdon has shared voting and dispositive power. Although Mr. Congdon's spouse serves as trustee of the trusts referenced in (iv) in the preceding paragraph and, thereby, has sole voting and dispositive power with respect to such shares, these shares are reported herein as shares as to which Mr. Congdon has shared voting and dispositive power.
This Schedule 13G/A is being filed to reflect changes in beneficial ownership of Old Dominion Freight Line, Inc. common stock of Mr. Congdon resulting from transfers to other Congdon family members in connection with family trust and estate planning transactions.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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