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What changed in Old Dominion's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Old Dominion's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+150 added−148 removedSource: 10-K (2026-02-24) vs 10-K (2025-02-25)

Top changes in Old Dominion's 2025 10-K

150 paragraphs added · 148 removed · 130 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeYear Ended December 31, In thousands 2024 2023 Tractors $ 218,682 $ 203,417 Trailers 103,919 181,534 Total $ 322,601 $ 384,951 At December 31, 2024, we operated 47 fleet maintenance centers at strategic service center locations throughout our network. These fleet maintenance centers are equipped to perform routine and preventive maintenance and repairs on our equipment.
Biggest changeYear Ended December 31, In thousands 2025 2024 Tractors $ 140,170 $ 218,682 Trailers 33,627 103,919 Total $ 173,797 $ 322,601 At December 31, 2025, we operated 48 fleet maintenance centers at strategic service center locations throughout our network. These fleet maintenance centers are equipped to perform routine and preventive maintenance and repairs on our equipment.
We believe these actions produced increased capacity within our service center network and provide us with opportunities for future growth. We believe the growth in demand for our services can be attributed to our ability to consistently provide a superior level of customer service at a fair price, which allows our customers to meet their supply chain needs.
We believe these actions produced increased capacity within our service center network and provide us with opportunities for future growth. We believe the demand for our services can be attributed to our ability to consistently provide a superior level of customer service at a fair price, which allows our customers to meet their supply chain needs.
Harsh weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses. We believe seasonal trends will continue to impact our business. Technology Our technology is critical to the success and delivery of the premium service provided by our operations.
Harsh winter weather, hurricanes, tornadoes, floods and other natural disasters can also adversely impact our performance by reducing demand and increasing operating expenses. We believe seasonal trends will continue to impact our business. Technology Our technology is critical to the success and delivery of the premium service provided by our operations.
The 10-year average turnover rate for our driver graduates is approximately 7.5%, which is below our 10-year average turnover rate for our Company-wide drivers of approximately 10.1%. Based on driving records, our drivers are eligible to be rewarded with annual safety bonuses of up to $3,000 per driver.
The 10-year average turnover rate for our driver graduates is approximately 7.7%, which is below our 10-year average turnover rate for our Company-wide drivers of approximately 10.1%. Based on driving records, our drivers are eligible to be rewarded with annual safety bonuses of up to $3,000 per driver.
We may periodically utilize third-party transportation providers in our linehaul network to supplement our equipment or maintain older equipment that would have otherwise been replaced based on our normal equipment cycle, in order to support our equipment needs. The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, 2024 and 2023.
We may periodically utilize third-party transportation providers in our linehaul network to supplement our equipment or maintain older equipment that would have otherwise been replaced based on our normal equipment cycle, in order to support our equipment needs. The table below sets forth our capital expenditures for tractors and trailers for the years ended December 31, 2025 and 2024.
We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for fiscal year 2025. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.
We do not believe that the cost of future compliance with current environmental laws or regulations will have a material adverse effect on our operations, financial condition, competitive position or capital expenditures for fiscal year 2026. However, future changes to laws or regulations may adversely affect our operations and could result in unforeseen costs to our business.
The unique OD Family culture encourages development and employee engagement, and motivates our employees to provide the superior customer service for which we are known. We believe this culture is part of what attracts employees and helps keep our turnover rates low.
The unique OD Family culture encourages development and employee engagement, and motivates our employees to provide the superior customer service for which we are known. We believe this culture is part of what attracts new talent and helps keep our employee turnover rates low.
We believe our driver training and qualification programs have been important factors in improving our safety record and retaining qualified drivers. Over 24% of our drivers have achieved one million safe driving miles or more.
We believe our driver training and qualification programs have been important factors in improving our safety record and retaining qualified drivers. Over 26% of our drivers have achieved one million safe driving miles or more.
Our safety bonuses paid to drivers totaled $5.8 million, $5.5 million and $5.3 million in 2024, 2023 and 2022, respectively. We also maintain various talent development programs, including our “Management Trainee Program,” “Sales Trainee Program,” and “Supervisor Development Program,” that offer opportunities for our employees to be considered and prepared for sales and management opportunities.
Our safety bonuses paid to drivers totaled $5.8 million, $5.8 million and $5.5 million in 2025, 2024 and 2023, respectively. We also maintain various talent development programs, including our “Management Trainee Program,” “Sales Trainee Program,” and “Supervisor Development Program,” that offer opportunities for our employees to be considered and prepared for sales and management opportunities.
We continually seek to upgrade and enhance our technological capabilities, including our use of cloud-based technology. We also provide access to our systems through multiple secure gateways that offer our customers and employees maximum flexibility and access to information.
We continually seek to upgrade and enhance our technological capabilities, including our use of cloud-based technology and artificial intelligence (“AI”). We also provide access to our systems through multiple secure gateways that offer our customers and employees maximum flexibility and access to information.
Drivers, like all of our employees, are required to take pre-employment drug and alcohol tests and are randomly selected for periodic additional testing, per the requirements of the Department of Transportation.
Drivers, like all of our employees, are required to take pre-employment drug and alcohol tests and are randomly selected for periodic additional testing, per the requirements of the DOT.
We believe consolidation in our industry will continue due to increased customer demand for transportation providers that can offer both regional and national service as well as other complementary value-added services. Competition The transportation and logistics industry is intensely competitive and highly fragmented.
We believe consolidation in our industry will continue due to increased customer demand for transportation providers that can offer both regional and national service as well as other complementary value-added services. Competition While the LTL industry is significantly consolidated, the overall transportation and logistics industry is intensely competitive and highly fragmented.
Department of Energy (the “DOE”) that reset each week and are one of many components that we use to determine the overall price for our transportation services. 4 Human Capital Employee Profile As of December 31, 2024, we employed 21,895 active full-time employees, none of which were represented under a collective bargaining agreement.
Department of Energy (the “DOE”) that reset each week and are one of many components that we use to determine the overall price for our transportation services. 4 Human Capital Employee Profile As of December 31, 2025, we employed 20,591 active full-time employees, none of which were represented under a collective bargaining agreement.
Employee Development and Safety As of December 31, 2024, we employed 5,645 linehaul drivers and 5,296 P&D drivers on a full-time basis. We select our drivers based upon certain qualifications and a comprehensive background check, including driving records and experience. Among other requirements, our drivers must pass a drug test, have a current U.S.
Employee Development and Safety As of December 31, 2025, we employed 5,305 linehaul drivers and 5,015 P&D drivers on a full-time basis. We select our drivers based upon certain qualifications and a comprehensive background check, including driving records and experience. Among other requirements, our drivers must pass a drug test, have a current U.S.
In addition, successful LTL motor carriers generally employ, and regularly update, a high level of technology-based systems and processes that provide information to customers and help reduce operating costs. In 2023, the LTL industry had revenue of approximately $46.9 billion based on information reported in Transport Topics .
In addition, successful LTL motor carriers generally employ, and regularly update, a high level of technology-based systems and processes that provide information to customers and help reduce operating costs. In 2024, the LTL industry had revenue of approximately $50.8 billion based on information reported in Transport Topics .
The LTL industry is highly competitive on the basis of service and price and has consolidated significantly since the industry was deregulated in 1980. The largest 5 and 10 LTL motor carriers accounted for approximately 57% and 82%, respectively, of the domestic LTL market in 2023 according to information reported in Transport Topics .
The LTL industry is highly competitive on the basis of service and price and has consolidated significantly since the industry was deregulated in 1980. The largest 5 and 10 LTL motor carriers accounted for approximately 56% and 81%, respectively, of the domestic LTL market in 2024 according to information reported in Transport Topics .
Since 1988, we have provided a no-cost opportunity for qualified employees to become drivers through the “Old Dominion Driver Training Program.” There are currently 3,716 active drivers who have successfully completed this training, which was approximately 34.0% of our full-time driver workforce as of December 31, 2024.
Since 1988, we have provided a no-cost opportunity for qualified employees to become drivers through the “Old Dominion Driver Training Program.” There are currently 3,439 active drivers who have successfully completed this training, which was approximately 33.3% of our full-time driver workforce as of December 31, 2025.
Twin trailers and long-combination vehicles permit more freight to be transported behind a tractor than could otherwise be transported by one trailer. Tractors, Trailers and Maintenance At December 31, 2024, we owned 11,284 tractors.
Twin trailers and long-combination vehicles permit more freight to be transported behind a tractor than could otherwise be transported by one trailer. Tractors, Trailers and Maintenance At December 31, 2025, we owned 10,184 tractors.
Service Center Operations At December 31, 2024, we operated 261 service center locations, of which we owned 239 and leased 22. Our service centers are responsible for the P&D of freight within their local service area. Each night, our service centers load outbound freight for transport to our other service centers for delivery.
Service Center Operations At December 31, 2025, we operated 260 service center locations, of which we owned 240 and leased 20. Our service centers are responsible for the P&D of freight within their local service area. Each night, our service centers load outbound freight for transport to our other service centers for delivery.
Our infrastructure allows us to provide service through each of our regions covering the continental United States. In addition to numerous service center renovations, expansions, and existing service center relocations, we opened 4, 25 and 39 new service centers over the past one, five and ten years, respectively, for a total of 261 service centers at December 31, 2024.
Our infrastructure allows us to provide service through each of our regions covering the continental United States. In addition to numerous service center renovations, expansions, and existing service center relocations, we opened a net 16 and 35 service centers over the past five and ten years, respectively, for a total of 260 service centers at December 31, 2025.
Our full-time employees work in the following roles: Full-Time Employees Number of Employees Drivers 10,941 Platform 3,773 Fleet technicians 684 Sales, administrative and other 6,497 Total 21,895 Employee Engagement and Benefits Our Old Dominion Family of employees are a key factor in the success of our business.
Our full-time employees work in the following roles: Full-Time Employees Number of Employees Drivers 10,320 Platform 3,465 Fleet technicians 666 Sales, administrative and other 6,140 Total 20,591 Employee Engagement and Benefits Our Old Dominion Family of employees are a key factor in the success of our business.
The table below reflects, as of December 31, 2024, the average age of our tractors and trailers: Type of Equipment Number of Units Average Age (In years) Tractors 11,284 4.3 Linehaul trailers 31,451 7.3 P&D trailers 15,263 7.0 We develop certain specifications for tractors and trailers and then negotiate the production and purchase of this equipment with several manufacturers.
The table below reflects, as of December 31, 2025, the average age of our tractors and trailers: Type of Equipment Number of Units Average Age (In years) Tractors 10,184 3.9 Linehaul trailers 30,824 7.7 P&D trailers 14,313 6.6 We develop certain specifications for tractors and trailers and then negotiate the production and purchase of this equipment with several manufacturers.
Customers Revenue is generated primarily from customers throughout the United States and North America. In 2024, our largest customer accounted for approximately 5.3% of our revenue and our largest 5, 10 and 20 customers accounted for 14.7%, 21.5% and 31.1% of our revenue, respectively.
Customers Revenue is generated primarily from customers throughout the United States and North America. In 2025, our largest customer accounted for approximately 4% of our revenue and our largest 5, 10 and 20 customers accounted for approximately 11%, 16% and 23% of our revenue, respectively.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the timing of when we have to adopt new technologies may be affected by changes in the political or regulatory environment, which could further increase our investment costs, operating complexity , and our ability to offer such technologies to our customers in the jurisdictions in which we operate. 13 Failure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely could cause us to incur costs or result in a loss of business, which may have a material adverse effect on our results of operations and financial condition.
Biggest changeFailure to keep pace with developments in technology, any disruption to our technology infrastructure, or failures of essential services upon which our technology platforms rely could cause us to incur costs or result in a loss of business, which may have a material adverse effect on our results of operations and financial condition. We rely heavily on information technology systems.
Our growth strategy exposes us to a number of risks, including the following: • shortages of suitable real estate may limit our growth and could cause congestion in our service center network, which could result in increased operating expenses; 6 • our projected freight volume growth may differ from actual results, and prior capital investments based on our projections may contribute to excess capacity that could negatively impact our profitability; • growth may strain our management, capital resources, information systems and customer service; • hiring new employees may increase training costs and may result in temporary inefficiencies until those employees become proficient in their jobs; • competition for qualified employees could adversely affect our profitability; • we may find it more difficult to maintain our unique OD family culture, which we believe has been a key contributor to our success; • expanding our service offerings may require us to enter into new markets and encounter new competitive challenges; and • limited supply and increased costs of new equipment may adversely affect our profitability and cash flows.
Our growth strategy exposes us to a number of risks, including the following: • shortages of suitable real estate may limit our growth and could cause congestion in our service center network, which could result in increased operating expenses; • our projected freight volume growth may differ from actual results, and prior capital investments based on our projections may contribute to excess capacity that could negatively impact our profitability; • growth may strain our management, capital resources, information systems and customer service; • hiring new employees may increase training costs and may result in temporary inefficiencies until those employees become proficient in their jobs; • competition for qualified employees could adversely affect our profitability; • we may find it more difficult to maintain our unique OD Family culture, which we believe has been a key contributor to our success; • expanding our service offerings may require us to enter into new markets and encounter new competitive challenges; and • limited supply and increased costs of new equipment may adversely affect our profitability and cash flows.
These provisions: • limit who may call a special meeting of shareholders; 17 • require shareholder action by written consent to be unanimous; • establish advance notice and other substantive and procedural requirements for nominations for election to our Board or for proposing matters that can be acted upon at shareholder meetings; • may make it difficult to merge with or otherwise absorb a Virginia corporation acquired in a tender offer for the three years after the acquisition; and • may make an unsolicited attempt to gain control of us more difficult by restricting the right of specified shareholders to vote newly acquired large blocks of stock.
These provisions: • limit who may call a special meeting of shareholders; • require shareholder action by written consent to be unanimous; • establish advance notice and other substantive and procedural requirements for nominations for election to our Board or for proposing matters that can be acted upon at shareholder meetings; • may make it difficult to merge with or otherwise absorb a Virginia corporation acquired in a tender offer for the three years after the acquisition; and • may make an unsolicited attempt to gain control of us more difficult by restricting the right of specified shareholders to vote newly acquired large blocks of stock.
These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new equipment and related maintenance parts, which could have a material adverse effect on our business, financial 7 condition, and results of operations, particularly our maintenance expense, depreciation expense, capital expenditures, mileage productivity, and driver retention.
These regulations, the limited equipment availability, and other supply chain factors have resulted and could continue to result in higher prices for new equipment and related maintenance parts, which could have a material adverse effect on our business, financial condition, and results of operations, particularly our maintenance expense, depreciation expense, capital expenditures, mileage productivity, and driver retention.
The sophistication of efforts by hackers, foreign 12 governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase.
The sophistication of efforts by hackers, foreign governments, cyber-terrorists, and cyber-criminals, acting individually or in coordinated groups, to launch distributed denial of service attacks or other coordinated attacks that may cause service outages, gain inappropriate or block legitimate access to systems or information, or result in other business interruptions has continued to increase.
If claims exceed our self-insured retention or deductible levels, insurance companies exit the transportation insurance marketplace, or insurance market conditions change, insurers could raise premiums for excess coverage to cover their expenses and anticipated future losses. Coverage also may not be procured or be unavailable for certain claims.
If claims exceed our self-insured retention or deductible levels, insurance companies exit the 7 transportation insurance marketplace, or insurance market conditions change, insurers could raise premiums for excess coverage to cover their expenses and anticipated future losses. Coverage also may not be procured or be unavailable for certain claims.
Our suppliers’ business levels also may be negatively affected by adverse economic conditions and changes in the political and regulatory environment, both in the U.S. and internationally, or financial constraints, which could lead to disruptions in the workforce, supply and availability of equipment, parts and services critical to our operations.
Our suppliers’ business levels also may be negatively affected by adverse economic conditions and changes in the political and regulatory environment, both in the U.S. and internationally, or financial constraints, which could lead to disruptions in the workforce, 11 supply and availability of equipment, parts and services critical to our operations.
Nevertheless, if we receive unacceptable CSA scores, and this data is made available to the public, our relationships with our customers could be damaged, which could result in a loss of business. 14 The requirements of the CSA could also shrink the industry’s pool of drivers, as those with unfavorable scores could leave the industry.
Nevertheless, if we receive unacceptable CSA scores, and this data is made available to the public, our relationships with our customers could be damaged, which could result in a loss of business. The requirements of the CSA could also shrink the industry’s pool of drivers, as those with unfavorable scores could leave the industry.
These factors include, but are not limited to, the following: • we compete with other transportation service providers of varying sizes, some of which may have more equipment, a broader global network and brand recognition, a wider range of services, more fully developed information technology systems, greater capital resources or other competitive advantages; • some of our competitors may reduce their prices to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or maintain revenue; • we may be unable to continue to collect fuel surcharges or our fuel surcharge program may become ineffective in mitigating the impact of the fluctuating costs of fuel and other petroleum-based products; • many customers reduce the number of carriers they use by selecting “core carriers” as approved transportation service providers and we may not be selected; • many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors; • some shippers may choose to acquire their own trucking fleet or may choose to increase the volume of freight they transport if they have an existing trucking fleet; • some customers may choose to consolidate certain LTL shipments through a different mode of transportation, such as truckload, intermodal or rail; • some customers may perceive our environmental, social and governance (“ESG”) profile to be less robust than that of our competitors, which could influence the selection of their carrier; • our customers may manage their inventory levels more closely to a “just-in-time” basis, which may increase our costs and adversely affect our ability to meet our customers’ needs; • consolidation in the ground transportation industry may create other large carriers with greater financial resources to use in operations and other competitive advantages relating to their size; 10 • advances in technology require increased investments to remain competitive, technological transitions may cause operational challenges and our customers may not be willing to accept higher prices to cover the cost of these investments; • large transportation and e-commerce companies are making significant investments in their capabilities to compete with us; • competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and ability to maintain sufficient pricing; and • our existing or future competitors may adopt emerging or additional technologies that improve their operating effectiveness, which could negatively affect our ability to remain competitive.
These factors include, but are not limited to, the following: • we compete with other transportation service providers of varying sizes, some of which may have more equipment, a broader global network and brand recognition, a wider range of services, more fully developed information technology systems, greater capital resources or other competitive advantages; • some of our competitors may reduce their prices to gain business, especially during times of reduced growth rates in the economy, which may limit our ability to maintain or increase prices or maintain revenue; • we may be unable to continue to collect fuel surcharges or our fuel surcharge program may become ineffective in mitigating the impact of the fluctuating costs of fuel and other petroleum-based products; • many customers reduce the number of carriers they use by selecting “core carriers” as approved transportation service providers and we may not be selected; • many customers periodically accept bids from multiple carriers for their shipping needs, and this process may depress prices or result in the loss of some business to competitors; • some shippers may choose to acquire their own trucking fleet or may choose to increase the volume of freight they transport if they have an existing trucking fleet; • some customers may choose to consolidate certain LTL shipments through a different mode of transportation, such as truckload, intermodal or rail; • some customers may perceive our sustainability profile to be less robust than that of our competitors, which could influence the selection of their carrier; 10 • our customers may manage their inventory levels more closely to a “just-in-time” basis, which may increase our costs and adversely affect our ability to meet our customers’ needs; • consolidation in the ground transportation industry may create other large carriers with greater financial resources to use in operations and other competitive advantages relating to their size; • advances in technology require increased investments to remain competitive, technological transitions may cause operational challenges and our customers may not be willing to accept higher prices to cover the cost of these investments; • large transportation and e-commerce companies are making significant investments in their capabilities to compete with us; • competition from non-asset-based logistics and freight brokerage companies may adversely affect our customer relationships and ability to maintain sufficient pricing; and • our existing or future competitors may adopt emerging or additional technologies that improve their operating effectiveness, which could negatively affect our ability to remain competitive.
These factors include, among others: • actual or anticipated variations in earnings, financial or operating performance or liquidity; • changes in analysts’ recommendations or projections; • failure to meet analysts’ projections; • general political, social, economic and capital market conditions; • announcements of developments related to our business; • operating and stock performance of other companies deemed to be peers; • actions by government regulators; • changes in key personnel; • potential costs and liabilities associated with cyber incidents; • investor sentiment with respect to our policies or efforts on ESG matters; • widespread outbreak of an illness or any other communicable disease or public health crisis; • fluctuations in trading volume, including substantial increases or decreases in reported holdings by significant shareholders; • expectations regarding our capital deployment program, including any existing or potential future share repurchase programs and any future dividend payments that may be declared by our Board, or any determination to cease repurchasing stock or paying dividends; • news reports of trends, concerns and other issues related to us or our industry, including changes in regulations; and • other factors described in this “Risk Factors” section.
These factors include, among others: • actual or anticipated variations in earnings, financial or operating performance or liquidity; • changes in analysts’ recommendations or projections; • failure to meet analysts’ projections; • general political, social, economic and capital market conditions; • announcements of developments related to our business; • operating and stock performance of other companies deemed to be peers; • actions by government regulators; • changes in key personnel; • potential costs and liabilities associated with cyber incidents; • investor sentiment with respect to our policies or efforts on sustainability matters; 17 • widespread outbreak of an illness or any other communicable disease or public health crisis; • fluctuations in trading volume, including substantial increases or decreases in reported holdings by significant shareholders; • expectations regarding our capital deployment program, including any existing or potential future share repurchase programs and any future dividend payments that may be declared by our Board, or any determination to cease repurchasing stock or paying dividends; • news reports of trends, concerns and other issues related to us or our industry, including changes in regulations; and • other factors described in this “Risk Factors” section.
Further, Congress or one or more states could approve legislation and/or the National Labor Relations Board could render decisions or implement rule changes that could significantly affect 11 our business and our relationship with our employees, including actions that could substantially liberalize the procedures for union organization.
Further, Congress or one or more states could approve legislation and/or the National Labor Relations Board could render decisions or implement rule changes that could significantly affect our business and our relationship with our employees, including actions that could substantially liberalize the procedures for union organization.
As a result, the potential costs associated with any such matters could adversely affect our business, financial condition or results of operations. We are subject to legislative, regulatory, and legal developments involving taxes. Taxes are a significant part of our expenses.
As a result, the potential costs associated with any such matters could adversely affect our business, financial condition or results of operations. 16 We are subject to legislative, regulatory, and legal developments involving taxes. Taxes are a significant part of our expenses.
As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial 16 condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.
As a result, future dividend payments are not guaranteed and will depend upon various factors such as our overall financial condition, available liquidity, anticipated cash needs, future prospects for earnings and cash flows, as well as other factors considered relevant by our Board.
In connection with our growth strategy, at various times, we have consistently expanded and upgraded our service center network, purchased additional equipment and increased our sales and marketing efforts, and we expect to continue to do so.
In connection with our growth strategy, at various times, we have consistently expanded and upgraded our service center network, purchased additional equipment and increased 6 our sales and marketing efforts, and we expect to continue to do so.
Because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture the increased costs we pay for fuel, especially when prices are rising, leading to fluctuations in our levels of reimbursement.
Because our fuel surcharge recovery lags behind changes in fuel prices, our fuel surcharge recovery may not capture the increased costs we pay for fuel, 8 especially when prices are rising, leading to fluctuations in our levels of reimbursement.
The U.S. government has taken certain other actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States, and several foreign governments have imposed tariffs on certain goods imported from the United States.
The U.S. government has taken certain actions that have negatively impacted U.S. trade, including imposing tariffs on certain goods imported into the United States, and several foreign governments have imposed tariffs on certain goods imported from the United States.
If any of the foregoing were to occur or to be perceived to occur, our reputation may suffer, our competitive position may be diminished, we could face lawsuits, regulatory investigation, fines, and potential liability, and our financial results could be negatively impacted.
If any of the foregoing were to occur or to be perceived to occur, our reputation may suffer, our competitive position may be diminished, we could face lawsuits, regulatory investigations, fines, and potential liability, and our financial results could be negatively impacted.
Risks Related to Owning our Common Stock The Congdon family controls a large portion of our outstanding common stock. David S. Congdon, John R. Congdon, Jr. and their affiliate family members beneficially own an aggregate of approximately 12% of the outstanding shares of our common stock.
Risks Related to Owning our Common Stock The Congdon family controls a large portion of our outstanding common stock. David S. Congdon, John R. Congdon, Jr. and their affiliate family members beneficially own an aggregate of approximately 10% of the outstanding shares of our common stock.
Future strengthening of EPA, CARB or other federal or state regulatory requirements regarding fuel-efficiency or engine emissions of tractors could also result in increases in the cost of capital equipment and maintenance. 15 Expectations relating to evolving ESG considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
Future strengthening of EPA, CARB, or other federal or state regulatory requirements regarding fuel-efficiency or engine emissions of tractors could also result in increases in the cost of capital equipment and maintenance. Varied stakeholder expectations relating to evolving sustainability considerations and related reporting obligations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
The rapid ongoing evolution and increased adoption of emerging technologies such as artificial intelligence (“AI”) and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of these events.
The rapid ongoing evolution and increased adoption of emerging technologies such as AI and machine learning may make it more difficult to anticipate and implement protective measures to recognize, detect, and prevent the occurrence of any of these events.
In 2023 and 2024, we experienced lower freight volumes due to continued softness in the domestic economy. Decreased demand for LTL freight services can negatively impact shipment volume and lower weight per shipment, which in turn can negatively impact freight density in our network.
In recent years, we have experienced lower freight volumes due to continued softness in the domestic economy. Decreased demand for LTL freight services can negatively impact shipment volume and lower weight per shipment, which in turn can negatively impact freight density in our network.
Any acquisition will entail numerous risks, including: • we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability; • we may experience difficulties managing businesses that are outside our historical core competency and markets; • we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management; • we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities; • we may be required to temporarily match existing customer pricing in the acquiree’s markets, which may be lower than the rates that we would typically charge for our services; • liabilities we assume could be greater than our original estimates or may not be disclosed to us at the time of acquisition; • we may incur additional indebtedness or we may issue additional equity to finance future acquisitions, which could be dilutive to our shareholders; • potential loss of key employees and customers of the acquired company; and • an inability to recognize projected cost savings and economies of scale. 9 In addition, we may have difficulty integrating any acquired business and its operations, services and personnel into our existing operations, and such integration may require a significant amount of time and effort by our management team.
Any acquisition will entail numerous risks, including: • we may not achieve anticipated levels of revenue, efficiency, cash flows and profitability; • we may experience difficulties managing businesses that are outside our historical core competency and markets; • we may underestimate the resources required to support acquisitions, which could disrupt our ongoing business and distract our management; • we may incur unanticipated costs to our infrastructure to support new business lines or separate legal entities; • we may be required to temporarily match existing customer pricing in the acquiree’s markets, which may be lower than the rates that we would typically charge for our services; • liabilities we assume could be greater than our original estimates or may not be disclosed to us at the time of acquisition; 9 • we may incur additional indebtedness or we may issue additional equity to finance future acquisitions, which could be dilutive to our shareholders; • potential loss of key employees and customers of the acquired company; and • an inability to recognize projected cost savings and economies of scale.
Our operations are subject to seasonal trends common in our industry. Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments, decreased fuel efficiency, increased cold-weather related maintenance costs of revenue equipment, and increased insurance and claims costs during the winter months.
Our revenue and operating margins in the first and fourth quarters are typically lower than those during the second and third quarters due to reduced shipments, decreased fuel efficiency, increased cold-weather related maintenance costs of revenue equipment, and increased insurance and claims costs during the winter months.
We rely heavily on information technology systems. Our information technology systems are complex and require ongoing investments and enhancements to meet both internal requirements and the requirements of our customers.
Our information technology systems are complex and require ongoing investments and enhancements to meet both internal requirements and the requirements of our customers.
Customers adversely impacted by changes in U.S. trade policies or otherwise encountering adverse economic conditions, including as a result of current inflationary pressures, may be unable to obtain additional financing or financing under acceptable terms. These customers represent a greater potential for bad debt losses, which may require us to increase our reserve for bad debt.
Customers encountering adverse economic conditions, including as a result of current inflationary pressures, may be unable to obtain additional financing or financing under acceptable terms. These customers represent a greater potential for bad debt losses, which may require us to increase our reserve for bad debt.
We regularly monitor the components of our pricing, including fuel surcharges, and address individual account profitability issues with our customers when necessary; however, there can be no assurance that fuel surcharges can be maintained indefinitely or will be sufficiently effective in offsetting increases in diesel fuel prices. 8 Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters.
We regularly monitor the components of our pricing, including fuel surcharges, and address individual account profitability issues with our customers when necessary; however, there can be no assurance that fuel surcharges can be maintained indefinitely or will be sufficiently effective in offsetting increases in diesel fuel prices.
Environmental Protection Agency (“EPA”) finalized new stringent emission standards to reduce nitrogen oxides and establish new standards for greenhouse gas emissions from heavy-duty engines under the Clean Trucks Plan. In December 2021, the California Air Resources Board (“CARB”) adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks.
In December 2022, the U.S. Environmental Protection Agency (“EPA”) finalized stringent emission standards to reduce nitrogen oxides and establish new standards for greenhouse gas emissions from heavy-duty engines under the Clean Trucks Plan.
Risks Related to our Business and Operations If we are unable to successfully execute our growth strategy, and develop, market and consistently deliver high-quality services that meet customer expectations, our business and future results of operations may suffer.
Although the risks below are organized by headings and each risk is discussed separately, many are interrelated. Risks Related to our Business and Operations If we are unable to successfully execute our growth strategy, and develop, market and consistently deliver high-quality services that meet customer expectations, our business and future results of operations may suffer.
Reduced freight density in our network can have a deleveraging impact on fixed costs, including depreciation and other indirect costs as a percent of revenue, which can adversely impact our profitability and cash flows. Higher costs for or limited availability of suitable real estate may adversely affect our business operations.
Reduced freight density in our network can have a deleveraging impact on fixed costs, including depreciation and other indirect costs as a percent of revenue, which can adversely impact our profitability and cash flows.
Our business model is dependent on the cost and availability of service centers in key strategic areas. We have experienced higher costs to purchase, lease and/or build or renovate service centers as a result of inflation, supply chain issues, increased raw material and labor costs, and higher demand for and reduced supply of such service centers.
We have experienced higher costs to purchase, lease and/or build or renovate service centers as a result of inflation, supply chain issues, increased raw material and labor costs, and higher demand for and reduced supply of such service centers.
Our CSA scores are dependent upon our safety and compliance experience, which could change at any time. In addition, the safety standards prescribed in CSA could change and our ability to maintain an acceptable score could be adversely impacted.
These measurements are scored and used by the FMCSA to identify potential safety risks and to direct enforcement action. 14 Our CSA scores are dependent upon our safety and compliance experience, which could change at any time. In addition, the safety standards prescribed in CSA could change and our ability to maintain an acceptable score could be adversely impacted.
We may not be able to compete successfully in an increasingly consolidated LTL industry and cannot predict with certainty how industry consolidation will affect our competitors or us.
We may not be able to compete successfully in an increasingly consolidated LTL industry and cannot predict with certainty how industry consolidation will affect our competitors or us. Changes in international trade policies, including with respect to tariffs, may continue to adversely impact our customers, our industry and our business.
The FMCSA’s CSA is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver. These measurements are scored and used by the FMCSA to identify potential safety risks and to direct enforcement action.
The FMCSA’s CSA is an enforcement and compliance program designed to monitor and improve commercial motor vehicle safety by measuring the safety record of both the motor carrier and the driver.
Advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.
If we do not appropriately adapt our operations to these new technologies, our business, financial condition, and results of operations may suffer. Advances in technology may require us to increase investments in order to remain competitive, and our customers may not be willing to accept higher prices to cover the cost of these investments.
If we are unable to continue to develop and retain a core group of management personnel and execute succession planning strategies, or we encounter any unforeseen difficulties associated with the transition of members of our management team, our business could be negatively impacted in the future.
If we are unable to continue to develop and retain a core group of management personnel and execute succession planning strategies, or we encounter any unforeseen difficulties associated with the transition of members of our management team, our business could be negatively impacted in the future. 12 Risks Related to Cybersecurity and Technology Matters Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position.
To attract and retain employees, we maintain a competitive and comprehensive benefits plan for our employees and their dependents.
Healthcare and other mandated benefits-related coverage may increase our costs for employee benefits and reduce our future profitability. To attract and retain employees, we maintain a competitive and comprehensive benefits plan for our employees and their dependents.
Moreover, even without such regulation, increased awareness and any adverse publicity in the global marketplace about the greenhouse gases emitted by companies in the transportation industry could harm our reputation and reduce customer demand for our services.
Moreover, even without such regulation, increased awareness and any adverse publicity in the global marketplace about the greenhouse gases emitted by companies in the transportation industry could harm our reputation and reduce customer demand for our services. 15 The engines in our newer tractors are subject to emissions-control regulations, and ongoing regulatory uncertainty regarding zero-emission vehicle mandates could substantially increase operating expenses and materially adversely impact our business.
AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, implement and maintain our AI solutions to minimize unintended harmful impacts.
AI also presents emerging ethical issues and if our use of AI becomes controversial, we may experience brand or reputational harm, competitive harm, or legal liability.
Furthermore, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, creating conflicting reporting requirements. These factors and the time spent to comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.
These factors and the time spent to investigate and evaluate the full impact of incidents and to comply may inhibit our ability to quickly provide complete and reliable information about the cybersecurity incident to customers, counterparties, and regulators, as well as the public.
Our competitors may implement new technology, including AI applications, that could improve their service, price, available capacity or business relationships and increase their market share. If we do not appropriately adapt our operations to these new technologies, our business, financial condition, and results of operations may suffer.
The rapid evolution of AI, including potential government regulation of AI, will require significant resources to develop, test, implement and maintain our AI solutions to minimize unintended harmful impacts. 13 Our competitors may implement new technology, including AI applications, that could improve their service, price, available capacity or business relationships and increase their market share.
Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on evolving ESG considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters. In addition, we may make statements about our goals and initiatives through our various non-financial reports, information provided on our website, press statements and other communications.
Various stakeholders, including governments, regulators, investors, employees, customers and others, have differing expectations about a wide range of evolving sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, and human capital matters.
Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, may require investment, and depends in part on third-party performance, expectations, or data that is outside our control. Healthcare and other mandated benefits-related coverage may increase our costs for employee benefits and reduce our future profitability.
We also pursue sustainability and other goals and initiatives that involve risks and uncertainties, require investments, and depend in part on third-party performance or data that is outside of our control, and we may not be able to fully achieve all of our goals and initiatives.
Removed
Risks Related to Cybersecurity and Technology Matters Our information technology systems are subject to cyber and other risks, some of which are beyond our control, which could have a material adverse effect on our business, results of operations and financial position.
Added
Higher costs for or limited availability of suitable real estate may adversely affect our business operations. Our business model is dependent on the cost and availability of service centers in key strategic areas.
Removed
The FMCSA is currently reviewing CSA methodology to address deficiencies identified by the National Academy of Sciences, including the possibility of weak or negative correlation between current safety improvement categories and vehicle crash risk.
Added
Our results of operations may be affected by seasonal factors, harsh weather conditions and disasters. Our operations are subject to seasonal trends common in our industry.
Removed
The engines in our newer tractors are subject to emissions-control regulations that could substantially increase operating expenses and future regulations concerning emissions or fuel-efficiency may have a material adverse impact on our business. In December 2022, the U.S.
Added
In addition, we may have difficulty integrating any acquired business and its operations, services and personnel into our existing operations, and such integration may require a significant amount of time and effort by our management team.
Removed
Although CARB recently withdrew its request for a waiver and authorization from the EPA for its Advanced Clean Fleets rule, a proposal that would have required trucking companies to gradually add zero emission vehicles (“ZEVs”) to their fleets, CARB may seek to enforce certain portions of the rule or curtail emissions through other programs.
Added
These changes in trade policy and tariffs have decreased demand for our services and have caused uncertainty and volatility in financial markets and may continue to adversely impact our customers, our industry and our business.
Removed
Furthermore, CARB’s Advanced Clean Trucks rule, a proposal that would require manufacturers to only sell ZEVs in California beginning in the 2036 model year, is still in effect.
Added
Furthermore, we are subject to an increasing number of cybersecurity reporting obligations in different jurisdictions that vary in their scope and application, creating conflicting reporting requirements.
Added
In addition, the timing of when we have to adopt new technologies may be affected by changes in the political or regulatory environment, which could further increase our investment costs, operating complexity , and our ability to offer such technologies to our customers in the jurisdictions in which we operate.
Added
The FMCSA is currently refining CSA methodology to prioritize enforcement against high-risk motor carriers, provide specific information to assist motor carriers, identify sources of unsafe driver behavior and address vehicle maintenance issues.
Added
In December 2021, the California Air Resources Board (“CARB”) adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks and approved the Advanced Clean Trucks (“ACT”) regulation, which would require manufacturers to sell zero-emission vehicles (“ZEVs”) as an increasing percentage of annual truck sales in California and other adopting states.
Added
Uncertainty regarding the ACT and other emissions standards due to regulatory developments and related litigation, however, has resulted in varied application across jurisdictions, including delayed enforcement, executive orders pausing implementation, and legislative efforts to modify or repeal the requirements.
Added
In addition, there are also virtually no ZEVs widely available that are suitable replacements for current technology used in our LTL operations. If ZEV requirements are ultimately enforced and vehicles are not commercially available or viable for our LTL business, we may be required to modify or curtail our operations in California and other adopting states.
Added
The potential transition to utilizing ZEVs, combined with the current regulatory uncertainty affecting long-term fleet planning and investment decisions, could have a material adverse effect on our financial condition, results of operations, and cash flows, or may require us to incur significant additional costs for vehicles, electric vehicle charging infrastructure, or other operational modifications.
Added
We make statements about our values, including the environmental and societal impact of our business, through our various non-financial reports, information provided on our website, press statements and other communications.
Added
Our efforts to advance our business and values, or achieve our goals and further our initiatives, or to align with stakeholders’ expectations, or comply with evolving, varied and at times conflicting federal and state laws, executive orders, regulations and standards, or any failure or perceived failure to do so, can result in adverse reactions by customers and other stakeholders, including the commencement of legal and regulatory proceedings against us, and can materially adversely affect our business, reputation, results of operations, financial condition and stock price.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement, together with members of our OD Technology Department, brief the Board directly, or through their communications with the Risk Committee, on information security matters on at least a quarterly basis. After gathering and assessing information about our risk exposure, the Risk Committee reports the results of its review to the Board on a regular basis.
Biggest changeThe Risk Committee of our Board is apprised by management of the results of the third-party analysis, any related action plans, and progress against those plans. Management, together with members of our OD Technology Department, brief the Board directly, or through their communications with the Risk Committee, on information security matters on at least a quarterly basis.
Risk Management and Strategy Key elements of our cybersecurity program include the following: • The Board’s oversight of cybersecurity risk management is supported by the Risk Committee, which regularly interacts with our ERM function, our Director of Information Security, and other members of the OD Technology Department. • We have implemented a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and/or incidents, while also implementing controls and procedures that provide for the prompt escalation of cybersecurity incidents as appropriate (including information that is conveyed to the Board under certain circumstances) so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • We have established and maintain comprehensive incident response and recovery plans that are designed to help us to timely and efficiently respond to a cybersecurity incident, and such plans are tested and evaluated on at least an annual basis. • We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • We provide regular, mandatory training for employees regarding cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Risk Management and Strategy Key elements of our cybersecurity program include the following: • The Board’s oversight of cybersecurity risk management is supported by the Risk Committee, which regularly interacts with our ERM function, our Director of Information Security, and other members of the OD Technology Department. 18 • We have implemented a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and/or incidents, while also implementing controls and procedures that provide for the prompt escalation of cybersecurity incidents as appropriate (including information that is conveyed to the Board under certain circumstances) so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. • We deploy technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. • We have established and maintain comprehensive incident response and recovery plans that are designed to help us to timely and efficiently respond to a cybersecurity incident, and such plans are tested and evaluated on at least an annual basis. • We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. • We provide regular, mandatory training for employees regarding cybersecurity threats as a means to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices.
Through ongoing communications and collaboration with these teams, including members of our senior management team, as appropriate, our Director of Information Security monitors the prevention, detection, mitigation and remediation of any cybersecurity threats and incidents in real time, and reports any such threats and incidents to the Risk Committee when appropriate.
Through ongoing communications and collaboration with these teams, including members of our senior management team, as appropriate, our Director of Information Security monitors the prevention, detection, mitigation and remediation of any cybersecurity threats and incidents in real time, and reports any such threats and incidents to the Risk Committee when appropriate. 19
We also use third parties to periodically benchmark and assess our cybersecurity readiness and to assess how any known vulnerabilities might impact our Company as well as the sufficiency of our response.
We also use third parties to periodically benchmark and assess our cybersecurity readiness and to assess how any known vulnerabilities might impact our Company as well as the sufficiency of our response. The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall improvement.
Removed
The results generated from these activities are reported to management and are used to develop action plans to address any identified opportunities for risk mitigation and overall 18 improvement. The Risk Committee of our Board is apprised by management of the results of the third-party analysis, any related action plans, and progress against those plans.
Added
After gathering and assessing information about our risk exposure, the Risk Committee reports the results of its review to the Board on a regular basis.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. P ROPERTIES We own our principal executive office located in Thomasville, North Carolina, and 239 of the 261 service centers we operated as of December 31, 2024. Our facilities are strategically dispersed over the states in which we operate.
Biggest changeITEM 2. P ROPERTIES We own our principal executive office located in Thomasville, North Carolina, and 240 of the 260 service centers we operated as of December 31, 2025. Our facilities are strategically dispersed over the states in which we operate.
Our owned service centers include most of our larger facilities and account for approximately 96% of the total door capacity in our network. At December 31, 2024, the terms of our leased properties ranged from month-to-month to a lease that expires in 2035.
Our owned service centers include most of our larger facilities and account for approximately 96% of the total door capacity in our network. At December 31, 2025, the terms of our leased properties ranged from month-to-month to a lease that expires in 2039.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeConsistent with SEC Regulation S-K Item 103, we have elected to disclose those environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. Applying this threshold, there are no such unresolved proceedings to disclose as of December 31, 2024.
Biggest changeConsistent with SEC Regulation S-K Item 103, we have elected to disclose those environmental legal proceedings with a governmental authority if management reasonably believes that the proceedings may involve potential monetary sanctions of $1.0 million or more. Applying this threshold, there are no such unresolved proceedings to disclose as of December 31, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides information regarding our repurchases of our common stock during the fourth quarter of 2024: ISSUER PURCHASES OF EQUITY SECURITIES Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 1-31, 2024 299,516 $ 196.51 296,284 $ 2,382,449,575 November 1-30, 2024 (3) 276,693 $ 256.25 274,292 $ 2,312,029,428 December 1-31, 2024 258,329 $ 193.98 255,928 $ 2,262,459,237 Total 834,538 826,504 (1) Total number of shares purchased during the quarter includes 8,034 shares of our common stock surrendered by a participant to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our 2016 Stock Incentive Plan.
Biggest changeThe following table provides information regarding our repurchases of our common stock during the fourth quarter of 2025: ISSUER PURCHASES OF EQUITY SECURITIES Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs October 1-31, 2025 330,331 $ 139.31 329,657 $ 1,620,435,734 November 1-30, 2025 289,748 $ 135.16 289,074 $ 1,581,368,579 December 1-31, 2025 257,183 $ 155.58 256,510 $ 1,541,446,222 Total 877,262 $ 142.71 875,241 (1) Total number of shares purchased during the quarter includes 2,021 shares of our common stock surrendered by participants to satisfy tax withholding obligations in connection with the vesting of equity awards issued under our stock incentive plans.
The 2021 Repurchase Program began after the completion of our prior repurchase program in January 2022 and was completed in May 2024. On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock (the “2023 Repurchase Program”).
The 2021 Repurchase Program began after completion of our prior repurchase program in January 2022 and was completed in May 2024. On July 26, 2023, we announced that our Board of Directors had approved a new stock repurchase program authorizing us to repurchase up to an aggregate of $3.0 billion of our outstanding common stock (the “2023 Repurchase Program”).
At December 31, 2024, we had $2.26 billion remaining authorized under the 2023 Repurchase Program. 20 Performance Graph The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, 2019, in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the Dow Jones Transportation Average, for the five-year period ended December 31, 2024.
At December 31, 2025, we had $1.54 billion remaining authorized under the 2023 Repurchase Program. 21 Performance Graph The following graph compares the total shareholder cumulative returns, assuming the reinvestment of all dividends, of $100 invested on December 31, 2020, in (i) our common stock, (ii) the S&P 500 Total Return Index, and (iii) the Dow Jones Transportation Average, for the five-year period ended December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol ODFL. At February 12, 2025, there were 600,325 holders of our common stock, including 68 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Information Our common stock is traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol ODFL. At February 17, 2026, there were 717,652 holders of our common stock, including 69 shareholders of record.
See discussion of the ASR Agreement within this section. On July 28, 2021, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).
(2) Average price paid per share excludes a 1% excise tax imposed by the Inflation Reduction Act of 2022. On July 28, 2021, we announced that our Board of Directors had approved a stock repurchase program authorizing us to repurchase up to an aggregate of $2.0 billion of our outstanding common stock (the “2021 Repurchase Program”).
Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock. On May 28, 2024, we entered into the ASR Agreement with a third-party financial institution.
Shares of our common stock repurchased under our repurchase programs are canceled at the time of repurchase and are classified as authorized but unissued shares of our common stock.
Cumulative Total Return 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Old Dominion Freight Line, Inc. $ 100 $ 155 $ 285 $ 227 $ 325 $ 285 S&P 500 Total Return Index $ 100 $ 118 $ 152 $ 125 $ 158 $ 197 Dow Jones Transportation Average $ 100 $ 117 $ 155 $ 128 $ 154 $ 157
Cumulative Total Return 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Old Dominion Freight Line, Inc. $ 100 $ 184 $ 146 $ 210 $ 184 $ 165 S&P 500 Total Return Index $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 Dow Jones Transportation Average $ 100 $ 133 $ 110 $ 132 $ 134 $ 149
Removed
(2) Average price paid per share excludes a 1% excise tax imposed by the Inflation Reduction Act of 2022. (3) The total number of shares purchased includes the final settlement of 133,012 shares of our common stock under an accelerated share repurchase agreement entered into with a third-party financial institution on May 28, 2024 (the “ASR Agreement”).
Removed
The ASR Agreement was accounted for as a settled treasury stock purchase and a forward stock purchase contract. The par value of the initial shares received was recorded as a reduction to common stock, with the excess purchase price recorded as a reduction to retained earnings.
Removed
The forward stock purchase contract was accounted for as a contract indexed to our own stock and is classified within capital in excess of par value on our Balance Sheets.
Removed
The ASR Agreement was settled with the final number of shares received based on the daily volume-weighted average share price of our common stock over the term of the agreement, less a negotiated discount.
Removed
Under the ASR Agreement, we paid the third-party financial institution $200.0 million and received an initial delivery of 923,201 shares of our common stock for $160.0 million, representing approximately 80% of the total value of shares to be received by us under the ASR Agreement, and the remaining balance of $40.0 million was settled in November 2024.
Removed
In total, we repurchased 1,056,213 shares for $200.0 million under the ASR Agreement.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of Operations The following table sets forth, for the years indicated, expenses and other items as a percentage of revenue from operations: 2024 2023 Revenue from operations 100.0 % 100.0 % Operating expenses: Salaries, wages and benefits 46.2 44.8 Operating supplies and expenses 10.9 12.2 General supplies and expenses 3.0 2.8 Operating taxes and licenses 2.6 2.5 Insurance and claims 1.6 1.3 Communication and utilities 0.7 0.7 Depreciation and amortization 5.9 5.5 Purchased transportation 2.1 2.1 Miscellaneous expenses, net 0.4 0.1 Total operating expenses 73.4 72.0 Operating income 26.6 28.0 Interest income, net (0.3 ) (0.2 ) Other expense, net 0.1 0.1 Income before income taxes 26.8 28.1 Provision for income taxes 6.4 7.0 Net income 20.4 % 21.1 % 23 Key financial and operating metrics for 2024 and 2023 are presented below: 2024 2023 Change % Change Work days 254 252 2 0.8 Revenue (in thousands) $ 5,814,810 $ 5,866,152 $ (51,342 ) (0.9 ) Operating ratio 73.4 % 72.0 % Net income (in thousands) $ 1,186,073 $ 1,239,502 $ (53,429 ) (4.3 ) Diluted earnings per share $ 5.48 $ 5.63 $ (0.15 ) (2.7 ) LTL tons (in thousands) 9,000 9,260 (260 ) (2.8 ) LTL tonnage per day 35,433 36,745 (1,312 ) (3.6 ) LTL shipments (in thousands) 12,011 12,176 (165 ) (1.4 ) LTL shipments per day 47,288 48,317 (1,029 ) (2.1 ) LTL weight per shipment (lbs.) 1,499 1,521 (22 ) (1.4 ) LTL revenue per hundredweight $ 32.05 $ 31.31 $ 0.74 2.4 LTL revenue per shipment $ 480.29 $ 476.25 $ 4.04 0.8 Average length of haul (miles) 919 925 (6 ) (0.6 ) All references in this report to shares outstanding, weighted average shares outstanding, earnings per share, and dividends per share amounts have been restated retroactively to reflect the two-for-one stock split effected in March 2024.
Biggest changeResults of Operations The following table sets forth, for the years indicated, expenses and other items as a percentage of revenue from operations: 2025 2024 Revenue from operations 100.0 % 100.0 % Operating expenses: Salaries, wages and benefits 47.9 46.2 Operating supplies and expenses 10.4 10.9 General supplies and expenses 3.1 3.0 Operating taxes and licenses 2.5 2.6 Insurance and claims 1.4 1.6 Communications and utilities 0.7 0.7 Depreciation and amortization 6.6 5.9 Purchased transportation 2.0 2.1 Miscellaneous expenses, net 0.6 0.4 Total operating expenses 75.2 73.4 Operating income 24.8 26.6 Interest income, net (0.1 ) (0.3 ) Other expense, net 0.1 0.1 Income before income taxes 24.8 26.8 Provision for income taxes 6.2 6.4 Net income 18.6 % 20.4 % 24 Key financial and operating metrics for 2025 and 2024 are presented below: 2025 2024 Change % Change Work days 253 254 (1 ) (0.4 ) Revenue (in thousands) $ 5,496,389 $ 5,814,810 $ (318,421 ) (5.5 ) Operating ratio 75.2 % 73.4 % Net income (in thousands) $ 1,023,703 $ 1,186,073 $ (162,370 ) (13.7 ) Diluted earnings per share $ 4.84 $ 5.48 $ (0.64 ) (11.7 ) LTL tons (in thousands) 8,177 9,000 (823 ) (9.1 ) LTL tonnage per day 32,319 35,433 (3,114 ) (8.8 ) LTL shipments (in thousands) 11,072 12,011 (939 ) (7.8 ) LTL shipments per day 43,762 47,288 (3,526 ) (7.5 ) LTL weight per shipment (lbs.) 1,477 1,499 (22 ) (1.5 ) LTL revenue per hundredweight $ 33.31 $ 32.05 $ 1.26 3.9 LTL revenue per shipment $ 492.01 $ 480.29 $ 11.72 2.4 Average length of haul (miles) 911 919 (8 ) (0.9 ) Our financial results for 2025 reflect continued softness in the domestic economy, which contributed to the decline in our revenue, net income and diluted earnings per share.
Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.” Our long-term debt agreement is more fully described below under “Financing Arrangements.” We have four primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (as subsequently amended, the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc.
Our return of capital to shareholders is more fully described below under “Stock Repurchase Program” and “Dividends to Shareholders.” Our long-term debt agreement is more fully described below under “Financing Agreements.” We have four primary sources of available liquidity: cash flows from operations, our existing cash and cash equivalents, available borrowings under our third amended and restated credit agreement with Wells Fargo Bank, National Association serving as administrative agent for the lenders, dated March 22, 2023 (as subsequently amended, the “Credit Agreement”), and our Note Purchase and Private Shelf Agreement with PGIM, Inc.
We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of our services in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”).
We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of our services in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 29 606”).
Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight. • LTL Revenue Per Shipment - This measurement is primarily determined by the three metrics listed above and is used in conjunction with the number of LTL shipments we receive to evaluate LTL revenue. 22 Our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing infrastructure.
Changes in length of haul generally have a direct effect on our revenue per hundredweight, as an increase in length of haul will typically cause an increase in revenue per hundredweight. • LTL Revenue Per Shipment - This measurement is primarily determined by the three metrics listed above and is used in conjunction with the number of LTL shipments we receive to evaluate LTL revenue. 23 Our primary revenue focus is to increase density, which is shipment and tonnage growth within our existing infrastructure.
We regularly disclose the amount of compensation that we pay to these individuals, as well as the compensation paid to any of their family members employed by us that from time to time may require disclosure, in the proxy statement for our Annual Meeting of Shareholders. 29 Audit Committee Approval The Audit Committee of our Board of Directors reviews and approves all related person transactions in accordance with our Related Person Transactions Policy.
We regularly disclose the amount of compensation that we pay to these individuals, as well as the compensation paid to any of their family members employed by us that from time to time may require disclosure, in the proxy statement for our Annual Meeting of Shareholders. 30 Audit Committee Approval The Audit Committee of our Board of Directors reviews and approves all related person transactions in accordance with our Related Person Transactions Policy.
With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate 28 the appropriate revenue to each separate reporting period.
With respect to services not completed at the end of a reporting period, we use a percentage of completion method to allocate the appropriate revenue to each separate reporting period.
We believe the increase in our LTL revenue-per-hundredweight metrics was driven by the ongoing execution of our yield management strategy. Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.
We believe the increase in our LTL revenue per hundredweight metric was driven by the ongoing execution of our yield management strategy. Our consistent, cost-based approach to pricing focuses on offsetting our cost inflation while also supporting additional investments into our business to expand capacity and enhance our technology.
While our investments in real estate, equipment, and technology can increase our short-term costs, we believe these investments are necessary to support our continued long-term growth and strategic initiatives. Our effective tax rate in 2024 was 23.9% as compared to 24.8% in 2023.
While our investments in real estate, equipment, and technology can increase our short-term costs, we believe these investments are necessary to support our continued long-term growth and strategic initiatives. Our effective tax rate in 2025 was 24.8% as compared to 23.9% in 2024.
Discussions of our 2023 results and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 26, 2024.
Discussions of our 2024 results and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the Securities and Exchange Commission on February 25, 2025.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2024 and 2023 results and year-to-year comparisons between 2024 and 2023.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management’s Discussion and Analysis of Financial Condition and Results of Operations generally discusses our 2025 and 2024 results and year-to-year comparisons between 2025 and 2024.
Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other non-deductible items. In 2024, our effective tax rate was favorably impacted by the purchase of federal tax credits and other discrete tax adjustments.
Our effective tax rate generally exceeds the federal statutory rate due to the impact of state taxes and, to a lesser extent, certain other non-deductible items. In 2025 and 2024, our effective tax rates were favorably impacted by the purchase of federal tax credits. In 2024, our effective tax rate was also favorably impacted by certain other discrete tax adjustments.
We were in compliance with all covenants in our outstanding debt instruments for the period ended December 31, 2024.
We were in compliance with all covenants in our outstanding debt instruments for the period ended December 31, 2025.
Our accrued liability for BIPD and workers’ compensation claims totaled $137.3 million and $127.0 million at December 31, 2024 and 2023, respectively. Claims and insurance accruals are discussed further in Note 1 of the Notes to the Financial Statements included in Item 8 of this report.
Our accrued liability for BIPD and workers’ compensation claims totaled $138.8 million and $137.3 million at December 31, 2025 and 2024, respectively. Claims and insurance accruals are discussed further in Note 1 of the Notes to the Financial Statements included in Item 8 of this report.
The use of different assumptions, estimates or significant changes in the resale market for our equipment could result in material changes in the carrying value and related depreciation of our assets. Depreciation expense in 2024 totaled $344.5 million. There have been no material effects to estimates related to depreciation expense for the year ended December 31, 2024.
The use of different assumptions, estimates or significant changes in the resale market for our equipment could result in material changes in the carrying value and related depreciation of our assets. Depreciation expense in 2025 totaled $364.7 million. There have been no material effects to estimates related to depreciation expense for the year ended December 31, 2025.
The increases in depreciation and amortization costs were due primarily to the assets acquired as part of our 2023 and 2024 capital expenditure programs. We believe depreciation costs will continue to increase in future periods based on our 2025 capital expenditure plan.
The increase in depreciation and amortization costs was due primarily to the assets acquired as part of our 2024 and 2025 capital expenditure programs. We believe depreciation costs will continue to increase in future periods based on our 2026 capital expenditure plan.
Approximately $300 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $225 million is allocated for the purchase of tractors and trailers; and approximately $50 million is allocated for investments in technology and other assets.
Approximately $125 million is allocated for the purchase of service center facilities, construction of new service center facilities or expansion of existing service center facilities, subject to the availability of suitable real estate and the timing of construction projects; approximately $95 million is allocated for the purchase of tractors and trailers; and approximately $45 million is allocated for investments in technology and other assets.
The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both the average price per gallon and consumption. Our average cost per gallon of diesel fuel decreased 14.6% in 2024 as compared to 2023.
The cost of diesel fuel, excluding fuel taxes, represents the largest component of operating supplies and expenses, and can vary based on both the average price per gallon and consumption. Our average cost per gallon of diesel fuel decreased 4.2% in 2025 as compared to 2024.
We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed also decreased 3.5% in 2024 as compared to 2023 due primarily to a decrease in our miles driven.
We do not use diesel fuel hedging instruments; therefore, our costs are subject to market price fluctuations. Our gallons consumed also decreased 8.6% in 2025 as compared to 2024 due primarily to a decrease in miles driven.
Despite the decrease in our LTL tons, we maintained a commitment to providing superior customer service to support the continued improvement in our yield as we provided our customers with 99% on-time service and a cargo claims ratio of 0.1% during the year.
Despite the decrease in our LTL tons, we maintained our commitment to superior customer service by providing our customers with 99% on-time service and a cargo claims ratio of 0.1% during the year. This service performance supported the continued improvement in our yield.
We historically spend 10% to 15% of our revenue on capital expenditures each year, and we generally expect to continue to maintain a level of capital expenditures in order to support our long-term plan for market share growth.
We historically spend 10% to 15% of our revenue on capital expenditures each year, and we generally expect to continue to maintain a level of capital expenditures that we believe supports our long-term plan for market share growth.
This decrease in our volumes was partially offset by a 2.4% increase in our LTL revenue per hundredweight. Our LTL revenue per hundredweight includes the impact of lower fuel surcharges resulting from a decline in the average price of diesel fuel from the comparable period. Excluding fuel surcharges, LTL revenue per hundredweight increased 5.0% in 2024 as compared to 2023.
This decrease in our volumes was partially offset by a 3.9% increase in our LTL revenue per hundredweight. Our LTL revenue per hundredweight includes the impact of lower fuel surcharges resulting from a decline in the average price of diesel fuel from the comparable period. Excluding fuel surcharges, LTL revenue per hundredweight increased 4.8% in 2025 as compared to 2024.
The first two principal payments of $20.0 million each were paid on May 4, 2023 and 2024, respectively. The remaining $60.0 million will be paid in three equal annual installments of $20.0 million through May 4, 2027.
The first three principal payments of $20.0 million each were paid on May 4, 2023, 2024 and 2025. The remaining $40.0 million will be paid in two equal annual installments of $20.0 million in May 2026 and May 2027.
The Credit Agreement and the Note Agreement are described in more detail below under “Financing Arrangements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed. 25 Capital Expenditures The table below sets forth our net capital expenditures for property and equipment for the years ended December 31, 2024 and 2023: Year Ended December 31, (In thousands) 2024 2023 Land and structures $ 373,416 $ 291,070 Tractors 218,682 203,417 Trailers 103,919 181,534 Technology 28,037 44,358 Other equipment and assets 47,264 36,930 Less: Proceeds from sales (20,124 ) (48,637 ) Total $ 751,194 $ 708,672 Our capital expenditures vary based upon the projected increase in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle, and forecasted tonnage and shipment growth.
The Credit Agreement and the Note Agreement are described in more detail below under “Financing Agreements.” We believe we also have sufficient access to debt and equity markets to provide other sources of liquidity, if needed. 26 Capital Expenditures The table below sets forth our net capital expenditures for property and equipment for the years ended December 31, 2025 and 2024: Year Ended December 31, (In thousands) 2025 2024 Land and structures $ 186,346 $ 373,416 Tractors 140,170 218,682 Trailers 33,627 103,919 Technology 14,752 28,037 Other equipment and assets 40,139 47,264 Less: Proceeds from sales (48,523 ) (20,124 ) Total $ 366,511 $ 751,194 Our capital expenditures vary based upon the projected increase in the number and size of our service center facilities necessary to support our plan for long-term growth, our planned tractor and trailer replacement cycle, and forecasted tonnage and shipment growth.
For periods in 2023 covered under the Prior Credit Agreement, the applicable margin on LIBOR loans and letter of credit fees was 1.000% and commitment fees were 0.100%. 27 The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below: December 31, (In thousands) 2024 2023 Facility limit $ 250,000 $ 250,000 Line of credit borrowings — — Outstanding letters of credit (37,702 ) (39,966 ) Available borrowing capacity $ 212,298 $ 210,034 General Debt Provisions The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio.
For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.090%. 28 The amounts outstanding and available borrowing capacity under the Credit Agreement are presented below: December 31, (In thousands) 2025 2024 Credit Agreement limit $ 400,000 $ 250,000 Credit Agreement borrowings — — Outstanding letters of credit (37,533 ) (37,702 ) Credit Agreement availability $ 362,467 $ 212,298 General Debt Provisions The Credit Agreement and Note Agreement contain customary covenants, including financial covenants that require us to observe a maximum ratio of debt to total capital and a minimum fixed charge coverage ratio.
We maintained our focus on operating efficiently and controlling discretionary spending during the year, but the increase in costs and the deleveraging effect from the decrease in revenue led to an increase in our operating ratio. As a result, our net income and diluted earnings per share decreased by 4.3% and 2.7%, respectively, as compared to 2023.
We also maintained our focus on operating efficiently and controlling discretionary spending during the year, although the deleveraging effect from the decrease in revenue and an increase in depreciation expense led to an increase in our operating ratio. As a result, our net income and diluted earnings per share decreased by 13.7% and 11.7%, respectively, as compared to 2024.
Revenue Revenue decreased $51.3 million, or 0.9%, in 2024 compared to 2023 due to a decrease in volumes that was partially offset by an increase in LTL revenue per hundredweight. LTL tonnage per day decreased 3.6% primarily due to decreases in LTL shipments per day and LTL weight per shipment.
Revenue Revenue decreased $318.4 million, or 5.5%, in 2025 compared to 2024 due to a decrease in volumes that was partially offset by an increase in LTL revenue per hundredweight. LTL tonnage per day decreased 8.8% primarily due to decreases in LTL shipments per day and LTL weight per shipment.
Operating supplies and expenses decreased $83.0 million, or 11.6%, in 2024 as compared to 2023, due primarily to decreases in our costs for diesel fuel used in our vehicles and lower maintenance and repair costs.
Operating supplies and expenses decreased $64.3 million, or 10.1%, in 2025 as compared to 2024, due primarily to decreases in our costs for diesel fuel used in our vehicles and lower maintenance and repair costs.
Commitment fees ranging from 0.090% to 0.175% (based upon our consolidated debt to consolidated total capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement. For periods covered under the Credit Agreement, the applicable margin on SOFR loans and letter of credit fees were 1.000% and commitment fees were 0.090%.
Commitment fees ranging from 0.090% to 0.175% (based upon our consolidated debt to total consolidated capitalization ratio) are charged quarterly in arrears on the aggregate unutilized portion of the Credit Agreement.
Changes in our capital expenditures are more fully described below in “Capital Expenditures.” The change in our cash flows used in financing activities during 2024 as compared to 2023 was primarily due to higher repurchases of our common stock, as well as an increase in dividend payments to our shareholders during 2024.
Changes in our capital expenditures are more fully described below under “Capital Expenditures.” The change in our cash flows used in financing activities during 2025 as compared to 2024 was primarily due to a decrease in cash utilized for repurchases of our common stock in 2025.
There could be years, however, where our annual capital expenditures plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth. We currently estimate capital expenditures will be approximately $575 million for the year ending December 31, 2025.
There could be years, however, where our annual capital expenditure plan is above or below this range as we balance the size of our service center network and operating fleet with anticipated growth.
Liquidity and Capital Resources A summary of our cash flows is presented below: (In thousands) 2024 2023 Cash and cash equivalents at beginning of year $ 433,799 $ 186,312 Cash flows provided by (used in): Operating activities 1,659,283 1,569,135 Investing activities (751,194 ) (659,820 ) Financing activities (1,233,212 ) (661,828 ) (Decrease) increase in cash and cash equivalents (325,123 ) 247,487 Cash and cash equivalents at end of year $ 108,676 $ 433,799 The change in our cash flows provided by operating activities during 2024 as compared to 2023 was due primarily to the $139.5 million increase in certain other working capital accounts partially offset by the $53.4 million decrease in net income.
Liquidity and Capital Resources A summary of our cash flows is presented below: (In thousands) 2025 2024 Cash and cash equivalents at beginning of year $ 108,676 $ 433,799 Cash flows provided by (used in): Operating activities 1,370,133 1,659,283 Investing activities (366,411 ) (751,194 ) Financing activities (992,307 ) (1,233,212 ) Increase (decrease) in cash and cash equivalents 11,415 (325,123 ) Cash and cash equivalents at end of year $ 120,091 $ 108,676 The change in our cash flows provided by operating activities during 2025 as compared to 2024 was due to a decrease in net income and changes in certain working capital accounts.
Contractual Obligations The following table summarizes our significant contractual obligations as of December 31, 2024: Payments due by period Contractual Obligations (1) Less than More than (In thousands) Total 1 year 1-3 years 3-5 years 5 years Series B Notes $ 62,492 $ 21,451 $ 41,041 $ — $ — Operating lease obligations (2) 128,104 20,548 39,245 33,577 34,734 Purchase obligations and Other 285,546 238,195 28,655 13,195 5,501 Total $ 476,142 $ 280,194 $ 108,941 $ 46,772 $ 40,235 (1) Contractual obligations include principal and interest on our Series B Notes; leases consisting primarily of real estate and automotive leases; and purchase obligations relating to (i) non-cancellable purchase orders for equipment scheduled for delivery in 2025, (ii) non-cancellable purchase orders for information technology agreements, and (iii) federal tax credits.
Contractual Obligations The following table summarizes our significant contractual obligations as of December 31, 2025: Payments due by period Contractual Obligations (1) Less than More than (In thousands) Total 1 year 1-3 years 3-5 years 5 years Series B Notes $ 41,041 $ 20,831 $ 20,210 $ — $ — Operating lease obligations (2) 117,081 21,674 40,886 33,602 20,919 Purchase obligations and Other 316,259 254,278 47,886 11,345 2,750 Total $ 474,381 $ 296,783 $ 108,982 $ 44,947 $ 23,669 (1) Contractual obligations include principal and interest on our Series B Notes; leases consisting primarily of real estate and automotive leases; and purchase obligations relating to (i) non-cancellable purchase orders for equipment scheduled for delivery in 2026, (ii) non-cancellable purchase orders for information technology agreements, and (iii) federal tax credits.
We repurchased a total of 1,056,213 shares for $200.0 million under the ASR Agreement.
We repurchased a total of 1,056,213 shares for $200.0 million under the ASR Agreement. 27 At December 31, 2025, we had $1.54 billion remaining authorized under the 2023 Repurchase Program.
January 2025 Update Revenue per day decreased 4.2% in January 2025 compared to the same month last year. LTL tons per day decreased 7.1%, due primarily to a 5.4% decrease in LTL shipments per day and a 1.7% decrease in LTL weight per shipment. LTL revenue per hundredweight increased 3.1% as compared to the same month last year.
January 2026 Update Revenue per day decreased 6.8% in January 2026 as compared to the same month last year. LTL tons per day decreased 9.6%, due primarily to a 9.8% decrease in LTL shipments per day that was partially offset by a 0.3% increase in LTL weight per shipment.
The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under the Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement.
The Series B Notes are senior unsecured obligations and rank pari passu with borrowings under the Credit Agreement or other senior promissory notes issued pursuant to the Note Agreement. Credit Agreement The Credit Agreement, which matures in March 2028, initially provided for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature.
On February 5, 2025, we announced that our Board of Directors had declared a cash dividend of $0.28 per share of our common stock. The dividend is payable on March 19, 2025 to shareholders of record at the close of business on March 5, 2025.
Dividends to Shareholders Our Board of Directors declared a cash dividend of $0.28 per share for each quarter of 2025 and declared a cash dividend of $0.26 per share for each quarter of 2024. On February 4, 2026, we announced that our Board of Directors had declared a cash dividend of $0.29 per share of our common stock.
The increase in salaries and wages was due primarily to the annual wage increase provided to our employees at the beginning of both September 2023 and 2024. Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.1% in 2024 from 23.6% in 2023.
Our productive labor costs, which include wages for drivers, platform employees, and fleet technicians, increased as a percent of revenue to 24.4% in 2025 as compared to 24.1% in 2024 as a result of the decrease in network density.
Our other salaries and wages as a percent of revenue also increased to 9.5% in 2024 as compared to 9.0% in 2023. 24 The cost attributable to employee benefits increased $13.5 million, or 1.9%, in 2024 compared to 2023 due primarily to the annual wage increase as well as an increase in costs associated with our group health and dental plans.
Our other salaries and wages as a percent of revenue increased to 9.8% in 2025 as compared to 9.5% in 2024. 25 The increase in our employee benefit costs was primarily due to higher costs associated with our group health and dental plans during 2025 that resulted from an increase in the average costs per claim as compared to 2024.
Our other operating supplies and expenses as a percent of revenue decreased in 2024 as compared to 2023 due primarily to lower maintenance and repair costs, as we improved the average age of our fleet by consistently executing on our capital expenditure programs. Depreciation and amortization increased $20.1 million, or 6.2%, in 2024 as compared to 2023.
Additionally, other operating supplies and expenses decreased in 2025 as compared to 2024 primarily due to lower maintenance and repair costs for our fleet. Depreciation and amortization increased $20.1 million, or 5.8%, in 2025 as compared to 2024.
Of the $250.0 million line of credit commitments under the Credit Agreement, up to $100.0 million may be used for letters of credit.
The Credit Agreement allows for up to $100.0 million to be utilized for letters of credit against the line of credit, which was unchanged by the amendment.
The change in our cash flows used in investing activities during 2024 as compared to 2023 was primarily due to the timing of purchases and maturities of short-term investments and an increase in expenditures under our 2024 capital expenditure program. Additionally, we had lower proceeds from the sale of property and equipment in 2024 as compared to 2023.
The change in our cash flows used in investing activities during 2025 as compared to 2024 was primarily due to the reduction in our 2025 capital expenditure program as compared to 2024.
LTL revenue per hundredweight, excluding fuel surcharges, increased 4.5% as compared to the same month last year. Operating Costs and Other Expenses Salaries, wages, and benefits increased $59.6 million, or 2.3%, in 2024 as compared to 2023, due to a $46.1 million increase in salaries and wages and a $13.5 million increase in employee benefit costs.
Operating Costs and Other Expenses Salaries, wages, and benefits decreased $54.0 million, or 2.0%, in 2025 as compared to 2024, due to a $75.4 million decrease in salaries and wages and a $21.4 million increase in employee benefit costs.
This increase in employee benefit costs was partially offset by lower retirement benefit plan costs directly linked to our net income. Our employee benefit costs as a percent of salaries and wages remained relatively consistent at 37.3% in 2024 compared to 37.5% in 2023.
Our employee benefit costs were also impacted by a decrease in retirement benefit plan costs that are directly linked to our net income as well as the reduction in our average number of active full-time employees. As a result, employee benefit costs as a percent of salaries and wages increased to 40.0% in 2025 compared to 37.3% in 2024.
Credit Agreement The Credit Agreement, which matures in May 2028, provides for a five-year, $250.0 million senior unsecured revolving line of credit and a $150.0 million accordion feature, which if fully exercised and approved, would expand the total borrowing capacity up to an aggregate of $400.0 million.
On May 23, 2025, we exercised the accordion feature and entered into an amendment to the Credit Agreement to increase the total borrowing capacity from existing lenders by $150.0 million to an aggregate of $400.0 million.
Removed
Our financial results for 2024 reflect continued softness in the domestic economy that contributed to the decline in our revenue.
Added
LTL revenue per hundredweight increased 3.1% as compared to the same month last year. LTL revenue per hundredweight, excluding fuel surcharges, increased 3.9% as compared to the same month last year.
Removed
We continued to operate efficiently in 2024, despite the decrease in network density that generally results from the decline in volumes. Our P&D shipments and stops per hour both improved in 2024 as compared to 2023, which helped offset the reduction in our linehaul laden load factor.
Added
The decrease in salaries and wages in 2025 as compared to 2024 was primarily due to the 5.4% decrease in our average number of active full-time employees, as we balanced our workforce with current shipping trends, and a decrease in performance-based bonus compensation.
Removed
At December 31, 2024, we had $2.26 billion remaining authorized under the 2023 Repurchase Program. 26 Dividends to Shareholders On February 16, 2024, we announced that our Board of Directors approved a two-for-one split of our common stock for shareholders of record as of the close of business on the record date of March 13, 2024.
Added
These changes were partially offset by the annual wage increase provided to our employees at the beginning of both September 2025 and 2024.
Removed
On March 27, 2024, those shareholders received one additional share of common stock for every share owned. All references in this report to dividend amounts have been restated retroactively to reflect this stock split. Split-adjusted per-share metrics may not recalculate precisely due to rounding.
Added
Despite this decrease in network density that generally results from the decline in volumes, our team continued to deliver superior service to our customers while also focusing on operating efficiencies.
Removed
Our Board of Directors declared a cash dividend of $0.26 per share for each quarter of 2024, declared a cash dividend of $0.20 per share for each quarter of 2023 and declared a cash dividend of $0.15 per share for each quarter of 2022.
Added
Our capital expenditures were below this range in 2025 and we expect our capital expenditures to remain below this range in 2026 as we continue to utilize available capacity within our existing network for growth. We currently estimate capital expenditures will be approximately $265 million for the year ending December 31, 2026.
Removed
The Credit Agreement replaced our previous five-year, $250.0 million senior unsecured revolving credit agreement dated as of November 21, 2019 (the “Prior Credit Agreement”).
Added
The dividend is payable on March 18, 2026 to shareholders of record at the close of business on March 4, 2026.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+0 added−0 removed3 unchanged
Biggest changeA 10% change in market value would have caused a $6.8 million and a $5.6 million impact on our pre-tax income in 2024 and 2023, respectively. We are also exposed to commodity price risk related to diesel fuel prices, and we manage our exposure to that risk primarily through the application of fuel surcharges to our customers.
Biggest changeA 10% change in market value would have caused a $7.9 million and a $6.8 million impact on our pre-tax income in 2025 and 2024, respectively. We are also exposed to commodity price risk related to diesel fuel prices, and we manage our exposure to that risk primarily through the application of fuel surcharges to our customers.
We are exposed to interest rate risk directly related to loans, if any, under our Credit Agreement, which have variable interest rates. A 100 basis point increase in the average interest rate on this agreement would have no effect on our operating results as we had no outstanding borrowings under our Credit Agreement at December 31, 2024 or 2023.
We are exposed to interest rate risk directly related to loans, if any, under our Credit Agreement, which have variable interest rates. A 100 basis point increase in the average interest rate on this agreement would have no effect on our operating results as we had no outstanding borrowings under our Credit Agreement at December 31, 2025 or 2024.
Although the fair values of these instruments can fluctuate, we believe that the short-term, highly liquid nature of these debt securities, and our ability to hold these instruments to maturity, reduces our risk for potential material losses. We held no short-term investments as of December 31, 2024 or 2023.
Although the fair values of these instruments can fluctuate, we believe that the short-term, highly liquid nature of these debt securities, and our ability to hold these instruments to maturity, reduces our risk for potential material losses. We held no short-term investments as of December 31, 2025 or 2024.
To provide a meaningful assessment of the market risk for investments relating to Company-owned life insurance contracts, we performed a sensitivity analysis using a 10% change in market value in those investments as of December 31, 2024 and 2023.
To provide a meaningful assessment of the market risk for investments relating to Company-owned life insurance contracts, we performed a sensitivity analysis using a 10% change in market value in those investments as of December 31, 2025 and 2024.
For further discussion related to these risks, see Notes 1, 2 and 9 of the Notes to the Financial Statements included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 30
For further discussion related to these risks, see Notes 1, 2 and 9 of the Notes to the Financial Statements included in Item 8, “Financial Statements and Supplementary Data” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 31
We are exposed to market risk for investments relating to certain assets held within the Company-owned life insurance contracts on certain current and former employees. The cash surrender value in life insurance contracts included on our Balance Sheets at December 31, 2024 and 2023 was $86.5 million and $74.4 million, respectively.
We are exposed to market risk for investments relating to certain assets held within the Company-owned life insurance contracts on certain current and former employees. The cash surrender value in life insurance contracts included on our Balance Sheets at December 31, 2025 and 2024 was $98.5 million and $86.5 million, respectively.
The portion of underlying investments with exposure to market fluctuations was $67.9 million and $56.2 million at December 31, 2024 and 2023, respectively.
The portion of underlying investments with exposure to market fluctuations was $79.4 million and $67.9 million at December 31, 2025 and 2024, respectively.

Other ODFL 10-K year-over-year comparisons