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Old Republic (ORI) insider buys 15,000 via option exercise

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
Insider Sodaro Frank Joseph
Role Sr. VP. & CFO
Type Security Shares Price Value
Exercise 2019 Employee Stock Option 15,000 $0.00 --
Exercise Common Stock 15,000 $21.12 $317K
Tax Withholding Common Stock 10,910 $41.39 $452K
holding Common Stock -- -- --
Holdings After Transaction: 2019 Employee Stock Option — 0 shares (Direct); Common Stock — 55,609 shares (Direct); Common Stock — 4,184 shares (Indirect, By ORI 401K)
Footnotes (1)
  1. Includes 8,350 unvested Restricted Stock Awards. 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. 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.
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Form 4 Insider Transactions: What Each Field Means →
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.

Source: View Original Filing on SEC EDGAR

FAQ

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.