Christopher James Kelley - 01 May 2023 Form 3 Insider Report for OLD DOMINION FREIGHT LINE, INC. (ODFL)

Role: SVP - Operations
Signature: /s/ Christopher James Kelley
Issuer symbol: ODFL
Transactions as of: 01 May 2023
Net transactions value: $0
Form type: 3
Filing time: 08 May 2023, 16:55:15 UTC
Next filing: 09 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ODFL	Common Stock						1,968	01 May 2023	Direct	F1
holding	ODFL	Common Stock						2,103	01 May 2023	By 401(k) plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	ODFL	Phantom Stock							01 May 2023	Common Stock	8,310		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The amount includes 1,578 unvested shares of restricted stock that will vest between February 2024 and February 2026.
F2	The awards generally vest over five years and will settle to the extent vested on the earlier of (a) the date of the reporting person's termination of employment for any reason other than death, total disability or for cause? (b) the date of the reporting person's death while employed by the issuer? or (c) the date of the reporting person's termination of employment as a result of his total disability.
F3	The shares of phantom stock will be settled in shares of issuer common stock.