OLD REPUBLIC INTERNATIONAL CORP·4

Mar 10, 2:11 PM ET

Sodaro Frank Joseph 4

4 · OLD REPUBLIC INTERNATIONAL CORP · Filed Mar 10, 2026

Research Summary

AI-generated summary of this filing

Updated

Old Republic (ORI) CFO Frank Sodaro Exercises RSUs, Surrenders 956 Shares

What Happened
Frank Joseph Sodaro, Senior Vice President and Chief Financial Officer of Old Republic International Corp (ORI), had Restricted Stock Units (RSUs) convert into 3,008 shares of common stock on March 6, 2026. To cover the tax withholding on the vesting, 956 of those shares were surrendered (disposed) at $42.07 per share, generating proceeds of $40,219. The filings also record the conversion/cancellation of the underlying derivative awards related to the RSUs.

Key Details

  • Transaction date: March 6, 2026; Form 4 filed March 10, 2026.
  • Conversion: 3,008 RSUs converted into 3,008 common shares (derivative exercise/conversion entries).
  • Tax withholding: 956 shares surrendered at $42.07/share for $40,219 (payment of tax liability).
  • Footnotes: F1 — RSUs convert one-for-one into common stock; F3 — shares were surrendered to cover tax liability on vesting; F4 — RSUs were granted March 6, 2024 and vest in three equal annual installments beginning March 6, 2025; F2 notes there are 8,350 unvested restricted stock awards (reported holdings context).
  • Shares owned after the transaction are not specified in the provided excerpt of the filing.
  • This is not an open-market buy or sell for investment—it's the routine vesting of RSUs with shares withheld for taxes.

Context

  • This was a standard RSU vesting event (conversion of restricted stock units into shares). The surrender of a portion of shares to cover taxes is a common, non-market-sale mechanism (often called share withholding or "cashless" tax settlement) and does not necessarily signal a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-03-06
Sodaro Frank Joseph
Sr. VP. & CFO
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2026-03-06+3,00847,707 total
  • Tax Payment

    Common Stock

    [F3][F2]
    2026-03-06$42.07/sh956$40,21946,751 total
  • Exercise/Conversion

    2024 Restricted Stock Unit

    [F1][F4]
    2026-03-063,0083,017 total
    Common Stock (3,008 underlying)
Holdings
  • Common Stock

    (indirect: By 401(k))
    4,455
Footnotes (4)
  • [F1]Restricted Stock Units convert into common stock on a one-for-one basis.
  • [F2]Includes 8,350 unvested Restricted Stock Awards.
  • [F3]Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.
  • [F4]On March 6, 2024, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 6, 2025.
Signature
By Victoria Pool, Power of Attorney for Frank Sodaro|2026-03-10

Documents

1 file
  • 4
    wk-form4_1773166278.xmlPrimary

    FORM 4