ORI CFO exercises 15,000 options; 10,910 shares withheld for taxes

Old Republic International (ORI): Sr.

Rhea-AI Filing Summary

Old Republic International (ORI): Sr. VP & CFO Frank Sodaro reported an option exercise and related share withholding on 11/11/2025. He exercised 15,000 stock options at $21.12 and, pursuant to a net exercise, 10,910 shares were withheld at $41.39 to cover the exercise price and taxes.

Following these transactions, his direct holdings total 44,699 shares, which include 8,350 unvested restricted stock awards, and he also holds 4,184 shares indirectly via the ORI 401(k). The exercised award was a 2019 employee stock option; the remaining derivative balance after the exercise is 0.

Insider Trade Summary

15,000 shares exercised/converted

Exercise 4 txns

Insider Sodaro Frank Joseph

Role Sr. VP. & CFO

Type	Security	Shares	Price	Value
Exercise	2019 Employee Stock Option	15,000	$0.00	$0.00
Exercise	Common Stock	15,000	$21.12	$317K
Exercise Price or Tax Liability	Common Stock	10,910	$41.39	$452K
holding	Common Stock	--	--	--

Holdings After Transaction: 2019 Employee Stock Option — 0 contracts (Direct); Common Stock — 44,699 shares (Direct); Common Stock — 4,184 shares (Indirect, By ORI 401K)

Footnotes (3)

1. F1. Includes 8,350 unvested Restricted Stock Awards.
2. F2. Pursuant to a "net exercise" of outstanding stock options, the Issuer withheld a portion of the shares of common stock to be acquired upon exercise for payment of the exercise price and tax withholdings.
3. F3. This grant became exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year, and 30% the fifth year, beginning on the date shown.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ORI's CFO report?

On 11/11/2025, Sr. VP & CFO Frank Sodaro exercised 15,000 stock options at $21.12, with 10,910 shares withheld at $41.39 for exercise price and taxes.

How many ORI shares does the CFO own after the transaction?

Direct holdings are 44,699 shares, including 8,350 unvested restricted stock awards, plus 4,184 shares held indirectly via the ORI 401(k).

What type of award was exercised by ORI's CFO?

A 2019 employee stock option covering 15,000 shares, exercisable on a graded schedule and expiring on 03/19/2029.

Did the CFO sell shares on the open market?

The filing shows a net exercise with 10,910 shares withheld by the issuer for the exercise price and tax withholdings; it does not reflect an open-market sale.

What is the remaining derivative balance after the exercise?

The number of derivative securities remaining after the transaction is 0 for this option grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 11/13/2025 - 01:18 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/11/2025

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	11/11/2025		M		15,000	A	$21.12	55,609(1)	D
Common Stock	11/11/2025		F(2)		10,910	D	$41.39	44,699(1)	D
Common Stock								4,184	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
2019 Employee Stock Option	$21.12	11/11/2025		M			15,000	12/31/2019(3)	03/19/2029	Common Stock	15,000	$0	0	D

Explanation of Responses:

1. Includes 8,350 unvested Restricted Stock Awards.

2. Pursuant to a "net exercise" of outstanding stock options, the Issuer withheld a portion of the shares of common stock to be acquired upon exercise for payment of the exercise price and tax withholdings.

3. This grant became exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year, and 30% the fifth year, beginning on the date shown.

Remarks:

	By Victoria Pool, Power of Attorney for Frank Sodaro	11/13/2025
	** 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.