ORI (ORI) CFO Sodaro exercises RSUs, surrenders shares for tax withholding

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP Senior Vice President and CFO Frank Joseph Sodaro exercised previously granted restricted stock units into 3,008 shares of common stock on March 6, 2026. These units convert to common stock on a one-for-one basis.

To cover tax liabilities from this vesting, 956 common shares were surrendered at $42.07 per share, a non-market tax-withholding disposition rather than an open-market sale. Following these transactions, Sodaro directly holds 46,751 common shares, which includes 8,350 unvested restricted stock awards, and indirectly holds 4,455 shares through an ORI 401(k) account.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sodaro Frank Joseph

(Last) (First) (Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP. & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/06/2026		M		3,008	A	(1)	47,707(2)	D
Common Stock	03/06/2026		F(3)		956	D	$42.07	46,751(2)	D
Common Stock								4,455	I	By ORI 401K

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
2024 Restricted Stock Unit	(1)	03/06/2026		M			3,008	(4)	(4)	Common Stock	3,008	$0	3,017	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. Includes 8,350 unvested Restricted Stock Awards.

3. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.

4. On March 6, 2024, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 6, 2025.

Remarks:

	By Victoria Pool, Power of Attorney for Frank Sodaro	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did ORI CFO Frank Sodaro report in this Form 4?

ORI CFO Frank Sodaro reported exercising restricted stock units into 3,008 common shares and a related tax-withholding share surrender. These are compensation-related events reflecting vesting of equity awards, not open-market buying or selling of OLD REPUBLIC INTERNATIONAL CORP stock.

How many ORI shares did the CFO acquire through restricted stock units?

The CFO acquired 3,008 shares of OLD REPUBLIC INTERNATIONAL CORP common stock through the exercise of 2024 Restricted Stock Units. The units convert into common stock on a one-for-one basis, reflecting the vesting of equity compensation granted in March 2024.

Why were 956 ORI shares surrendered by the CFO on March 6, 2026?

The 956 OLD REPUBLIC INTERNATIONAL CORP shares were surrendered to cover tax liability arising from the vesting of previously granted restricted stock units. This tax-withholding disposition is a routine, non-market mechanism, not an open-market sale directed by the insider.

What are Frank Sodaro’s ORI share holdings after these transactions?

After the March 6, 2026 transactions, Frank Sodaro directly holds 46,751 OLD REPUBLIC INTERNATIONAL CORP common shares, including 8,350 unvested restricted stock awards, and indirectly holds 4,455 shares through an ORI 401(k) account associated with his employment.

Do these ORI Form 4 transactions involve any remaining derivative securities?

The filing shows exercise of 3,008 restricted stock units into common stock and lists no remaining derivative securities in the derivative position summary. The key activity is equity vesting and associated tax withholding tied to compensation, not ongoing derivative holdings.