Sodaro Frank Joseph 4

What Happened

• Frank J. Sodaro, Senior Vice President & CFO of Old Republic International (ORI), had 2,752 restricted stock units (RSUs convert 1-for-1) vest and convert into common shares on March 11, 2026. To satisfy tax withholding on the vesting, 807 of those shares were surrendered (disposed) at $40.65 per share, totaling $32,805. The remaining vested shares were retained.
• This is routine equity-compensation activity (vesting and tax withholding), not an open-market sale or purchase.

Key Details

• Transaction date: March 11, 2026 (Form 4 filed March 13, 2026).
• Vesting/conversion: 2,752 RSUs converted to 2,752 shares (transaction code M).
• Tax withholding: 807 shares surrendered (transaction code F) at $40.65/share = $32,805.
• Footnotes: F1 confirms RSUs convert one-for-one; F3 states the 807-share surrender was to cover tax liability; F4 notes these RSUs were part of a March 11, 2025 grant that vests in three equal annual installments beginning March 11, 2026; F2 indicates holdings include 8,350 unvested restricted stock awards.
• Shares owned after the transaction are not specified in the excerpt of this filing.

Context

• This was a cashless withholding of vested RSU shares to pay taxes—a common, routine event for executives receiving equity compensation. It does not represent an open-market sale that would signal a discretionary decision to reduce holdings.