AddedRisk Factors
Changes in international trade policies, including with respect to tariffs, may continue to adversely impact our customers, our industry and our business.
The 10-K against last year's
54 changes: 2 added, 5 removed, 47 reworded
10-K 0001193125-26-067161 (2026-02-24) vs 10-K 0000950170-25-026661 (2025-02-25) Not compared: Legal Proceedings.
The redline
The paragraph that changed most in each section
Marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 237 words changed in this paragraph; it is 46% similar to last year's version.
In December 2022, the U.S. 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. Although CARB recently withdrew its request for a waiver trucks and authorization from approved 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. Furthermore, CARB’s Advanced Clean Trucks rule, a proposal that (“ACT”) regulation, which would require manufacturers to only sell ZEVs zero-emission vehicles (“ZEVs”) as an increasing percentage of annual truck sales in California beginning and other adopting states. 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 2036 model year, is still requirements. In addition, there are also virtually no ZEVs widely available that are suitable replacements for current technology used in effect. 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. 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. Future strengthening of EPA, CARB 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.
Source: Item 1A, 10-K 0001193125-26-067161 vs Item 1A, 10-K 0000950170-25-026661
Accounting Policies 130 words changed in this paragraph; it is 65% similar to last year's version.
Source: Item 8, Note 1 – Significant Accounting Policies, 10-K 0001193125-26-067161 vs Item 8, Note 1 – Significant Accounting Policies, 10-K 0000950170-25-026661
MD&A 125 words changed in this paragraph; it is 51% similar to last year's version.
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. These changes were partially offset by the annual wage increase provided to our employees at the beginning of both September 2025 and 2024. 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 from 23.6% as a result of the decrease in 2023. We continued to operate efficiently in 2024, despite the network density. Despite this 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 volumes, our team continued to 2023, which helped offset the reduction in deliver superior service to our linehaul laden load factor. customers while also focusing on operating efficiencies. Our other salaries and wages as a percent of revenue also increased to 9.8% in 2025 as compared to 9.5% in 2024 as compared to 9.0% in 2023. 2024.
Source: Item 7, 10-K 0001193125-26-067161 vs Item 7, 10-K 0000950170-25-026661
Every change, by type
Sentences and paragraphs added, removed or reworded
Sentences and paragraphs of ODFL's Risk Factors and MD&A, 10-K 2026-02-24 against 10-K 2025-02-25. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, wouldAddedRisk Factors
•investor sentiment with respect to our policies or efforts on sustainability matters;
RemovedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
In December 2021, the California Air Resources Board (“CARB”) adopted more stringent standards to reduce nitrogen oxide emissions from heavy-duty trucks. 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.
RewordedRisk Factors
The engines in our newer tractors are subject to emissions-control regulations that regulations, and ongoing regulatory uncertainty regarding zero-emission vehicle mandates could substantially increase operating expenses and future regulations concerning emissions or fuel-efficiency may have a material adverse materially adversely impact on our business.
RewordedRisk Factors
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.
RewordedRisk Factors
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.
Show the other 23
RewordedRisk Factors
RewordedRisk Factors
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.
RewordedRisk Factors
RewordedRisk Factors
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.
RewordedRisk Factors
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.
RewordedRisk Factors
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.
RewordedRisk Factors
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.
RemovedMD&A
RemovedMD&A
RemovedMD&A
RemovedMD&A
RewordedMD&A
RewordedMD&A
The change in our cash flows provided by operating activities during 2024 2025 as compared to 2023 2024 was due primarily to the $139.5 million increase in certain other working capital accounts partially offset by the $53.4 million a decrease in net income. income and changes in certain working capital accounts.
RewordedMD&A
Salaries, wages and benefits 47.9 46.2 44.8 Operating supplies and expenses 10.4 10.9 12.2 General supplies and expenses 3.1 3.0 2.8 Operating taxes and licenses 2.5 2.6 2.5 Insurance and claims 1.4 1.6 1.3 Communication Communications and utilities 0.7 0.7 Depreciation and amortization 6.6 5.9 5.5 Purchased transportation 2.1 2.0 2.1 Miscellaneous expenses, net 0.6 0.4 0.1 Total operating expenses 75.2 73.4 72.0 Operating income 24.8 26.6 28.0 Interest income, net (0.1) (0.3) (0.2) Other expense, net 0.1 0.1 Income before income taxes 24.8 26.8 28.1 Provision for income taxes 6.2 6.4 7.0 Net income 18.6% 20.4% 21.1%
RewordedMD&A
RewordedMD&A
The change in our cash flows used in investing activities during 2024 2025 as compared to 2023 2024 was primarily due to the timing of purchases and maturities of short-term investments and an increase reduction in expenditures under our 2024 2025 capital expenditure program. program as compared to 2024.
RewordedMD&A
The change in our cash flows used in financing activities during 2024 2025 as compared to 2023 2024 was primarily due to higher a decrease in cash utilized for repurchases of our common stock, as well as an increase stock in dividend payments to our shareholders during 2024. 2025.
RewordedMD&A
The Credit Agreement, which matures in May March 2028, provides initially provided 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. feature.
RewordedMD&A
December 31, (In thousands) 2025 2024 2023 Facility Credit Agreement limit $ 250,000 400,000 $ 250,000 Line of credit Credit Agreement borrowings — — Outstanding letters of credit (37,533) (37,702) (39,966) Available borrowing capacity Credit Agreement availability $ 362,467 $ 212,298 $ 210,034
RewordedMD&A
RewordedMD&A
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 from 23.6% as a result of the decrease in 2023. network density.
RewordedMD&A
Despite the decrease in our LTL tons, we maintained a our commitment to providing superior customer service to support the continued improvement in our yield as we provided by providing our customers with 99% on-time service and a cargo claims ratio of 0.1% during the year.
RewordedMD&A
Salaries, wages, and benefits increased $59.6 decreased $54.0 million, or 2.3%, 2.0%, in 2024 2025 as compared to 2023, 2024, due to a $46.1 $75.4 million increase decrease in salaries and wages and a $13.5 $21.4 million increase in employee benefit costs.