Old Republic (NYSE: ORI) CFO uses 2,447 shares to cover tax liability

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP senior vice president and CFO Frank Joseph Sodaro reported a routine tax-related share surrender. He delivered 2,447 shares of common stock at $40.10 per share to cover tax liabilities arising from the vesting of previously granted restricted stock awards.

After this disposition, Sodaro directly holds 46,249 shares of Old Republic common stock and indirectly holds 4,455 additional shares through an ORI 401(k) plan. The transaction reflects compensation-related tax withholding rather than an open-market sale and does not represent a discretionary trade in the company’s stock.

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 ILLINOIS 60601

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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

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

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

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	03/16/2026		F(1)		2,447	D	$40.1	46,249	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

Explanation of Responses:

1. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Awards.

Remarks:

	By Victoria Pool, Power of Attorney for Frank Sodaro	03/18/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ORI CFO Frank Sodaro report on this Form 4?

Frank Sodaro reported a tax-withholding disposition of 2,447 Old Republic common shares. These shares were surrendered to satisfy tax obligations from the vesting of previously granted restricted stock awards, rather than sold in an open market transaction.

How many Old Republic (ORI) shares did the CFO surrender, and at what price?

The CFO surrendered 2,447 shares of Old Republic common stock at a reference price of $40.10 per share. This action covered tax liabilities triggered by the vesting of restricted stock awards and was not a discretionary sale into the market.

How many Old Republic (ORI) shares does the CFO hold after this transaction?

After the tax-withholding disposition, the CFO directly holds 46,249 ORI shares. He also has an indirect holding of 4,455 shares through an ORI 401(k) plan, providing a combined equity stake reported in this filing.

Was the ORI CFO’s Form 4 transaction an open-market sale or a tax event?

The Form 4 describes a tax event, not an open-market sale. Shares were surrendered to cover tax liabilities incurred when restricted stock awards vested, using stock delivery instead of cash, which is common for equity-based compensation programs.

How is the ORI CFO’s indirect ownership in company stock structured?

The CFO’s indirect Old Republic ownership consists of 4,455 common shares held through an ORI 401(k) plan. This is reported separately from his directly owned shares, reflecting retirement-plan holdings associated with his employment at the company.