Old Republic (NYSE: ORI) CFO nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Old Republic International Sr. VP & CFO Frank Joseph Sodaro reported routine equity compensation activity. On March 11, 2026, 2,752 Restricted Stock Units converted into 2,752 shares of common stock at a stated price of $0.00 per share.

To cover tax liabilities from this vesting, 807 common shares were surrendered at $40.65 per share, a tax-withholding disposition rather than an open-market sale. After these transactions, he directly holds 48,696 common shares and 5,511 restricted stock units, plus 4,455 shares held indirectly 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)
03/11/2026

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	03/11/2026		M		2,752	A	(1)	49,503(2)	D
Common Stock	03/11/2026		F(3)		807	D	$40.65	48,696(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
2025 Restricted Stock Unit	(1)	03/11/2026		M			2,752	(4)	(4)	Common Stock	2,752	$0	5,511	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 11, 2025, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 11, 2026.

Remarks:

	By Victoria Pool, Power of Attorney for Frank Sodaro	03/13/2026
	** 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.

FAQ

What insider transaction did ORI CFO Frank Sodaro report?

ORI CFO Frank Sodaro reported routine equity compensation activity. 2,752 Restricted Stock Units vested and converted into the same number of common shares, followed by a tax-related share surrender, rather than an open-market purchase or sale, as part of his compensation package.

How many Old Republic (ORI) shares did the CFO acquire and dispose?

The CFO acquired 2,752 common shares through RSU conversion and disposed of 807 shares to satisfy tax obligations. The net effect increased his direct common share holdings, while the disposition was strictly for withholding taxes, not a discretionary market sale.

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

The filing shows no open-market purchase or sale. Shares were acquired through RSU vesting and some were surrendered to cover tax liabilities, a non-market transaction that does not reflect an independent decision to buy or sell shares in the open market.

What are Frank Sodaro’s ORI holdings after these Form 4 transactions?

After the reported transactions, Frank Sodaro holds 48,696 ORI common shares directly and 5,511 restricted stock units. He also has 4,455 common shares held indirectly through an ORI 401(k) account, according to the ownership details disclosed in the filing.

What does the tax-withholding disposition mean in the ORI Form 4?

The tax-withholding disposition means 807 ORI shares were surrendered at $40.65 each to pay taxes on vested RSUs. This mechanism substitutes cash tax payment with shares and is treated as a non-market event rather than a voluntary sale of stock.