ORI (NYSE: ORI) CFO receives 2026 stock option and RSU grants

Rhea-AI Filing Summary

Sodaro Frank Joseph reported acquisition or exercise transactions in this Form 4 filing.

OLD REPUBLIC INTERNATIONAL CORP reported that Senior Vice President and CFO Frank Joseph Sodaro received equity awards on March 2, 2026. He was granted 47,325 2026 Employee Stock Options and 8,715 2026 Restricted Stock Units at a price of $0.00 per unit. Both awards are subject to forfeiture conditions and vest in three equal annual installments beginning March 2, 2027, giving him additional long-term, stock-based compensation tied to the company’s future performance.

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)
03/02/2026

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

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
2026 Employee Stock Option	$43.08	03/02/2026		A		47,325		(1)	03/02/2036	Common Stock	47,325	$0	47,325	D
2026 Restricted Stock Unit	(2)	03/02/2026		A		8,715		(2)	(2)	Common Stock	8,715	$0	8,715	D

Explanation of Responses:

1. The 2026 Employee Stock Option award is subject to certain forfeiture conditions and vests in three equal annual installments beginning March 2, 2027.

2. Each 2026 Restricted Stock Units represents a right to receive one share of ORI's common stock. Subject to certain forfeiture conditions, the 2026 Restricted Stock Unit award vests in three equal annual installments beginning March 2, 2027.

Remarks:

	By Victoria Pool, Power of Attorney for Frank Sodaro	03/04/2026
	** 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 insider transactions did ORI CFO Frank Joseph Sodaro report on this Form 4?

Frank Joseph Sodaro reported receiving two equity awards: 47,325 2026 Employee Stock Options and 8,715 2026 Restricted Stock Units, both granted at $0.00 per unit. These awards represent additional stock-based compensation rather than open-market share purchases or sales.

Are the ORI equity awards to CFO Frank Joseph Sodaro immediately vested?

No, the equity awards vest over time. Both the 2026 Employee Stock Options and the 2026 Restricted Stock Units vest in three equal annual installments starting on March 2, 2027. They are also subject to specified forfeiture conditions described in the filing footnotes.

What does the 2026 Employee Stock Option grant mean for ORI’s CFO?

The 47,325 2026 Employee Stock Options give the CFO a future right to acquire ORI shares, subject to vesting and forfeiture terms. They vest in three equal installments beginning March 2, 2027, aligning a portion of his compensation with long-term company performance.

How do the 2026 Restricted Stock Units work for ORI CFO Frank Joseph Sodaro?

Each of the 8,715 2026 Restricted Stock Units represents a right to receive one ORI common share. These units vest in three equal annual installments starting March 2, 2027, and are subject to forfeiture conditions, providing time-based stock compensation tied to continued service.

Did the ORI CFO buy or sell shares on the open market in this Form 4?

No open-market buys or sells are reported. The Form 4 shows grant/award acquisitions of stock options and restricted stock units at $0.00 per unit, reflecting compensation awards rather than discretionary market transactions by the CFO.

Are the ORI equity awards to the CFO held directly or indirectly?

The awards are reported as held with direct ownership. The filing lists the ownership type as “D” for direct, and there are no footnotes indicating that the awards are held through separate entities, trusts, or partnerships on behalf of the CFO.