Form 4: CFO Sodaro Exercises Options, Adjusts ORI Holdings
Insider Transaction Report
Old Republic International's Sr. VP & CFO, Frank Sodaro, exercised 15,000 stock options and subsequently sold shares for tax obligations, adjusting his direct beneficial ownership.
Summary
- Frank Sodaro, Sr. VP & CFO of Old Republic International Corp (ORI), exercised 15,000 employee stock options on November 11, 2025.
- The options were exercised at a price of $21.12 per share.
- Concurrently, 10,910 shares of common stock were disposed of at $41.39 per share to cover the exercise price and tax withholdings through a "net exercise."
- Following these transactions, Sodaro's direct beneficial ownership of ORI common stock is 44,699 shares, which includes 8,350 unvested Restricted Stock Awards.
- He also indirectly owns 4,184 shares through the ORI 401K.
- The 2019 Employee Stock Options, which had an exercise price of $21.12 and an expiration date of March 19, 2029, are now fully exercised with 0 derivative securities remaining.
Sentiment
Score: 5
Explanation: The filing reports a routine insider transaction involving the exercise of stock options and subsequent sale of shares to cover costs and taxes, which is a common practice and does not inherently indicate a positive or negative sentiment regarding the company's future prospects.
Positives
- Senior management exercised stock options, indicating a realization of value from previously granted equity incentives.
- The exercise price of $21.12 per share is significantly lower than the disposition price of $41.39 per share, reflecting a substantial gain for the reporting person on the exercised options.
Negatives
- A significant portion of the acquired shares (10,910 out of 15,000) was immediately disposed of to cover the exercise price and tax withholdings, resulting in a net reduction of direct beneficial ownership from 55,609 to 44,699 shares.
Future Outlook
NA
Industry Context
NA
Related Party Transactions
- The exercise of stock options by Frank Sodaro, Sr. VP & CFO, and the subsequent disposition of shares to cover the exercise price and tax withholdings, constitute a related party transaction between an executive and the company.
Stakeholder Impact
- Shareholders: Provides transparency into executive compensation and stock ownership changes. The net exercise reduces the executive's direct holdings slightly, which is a common practice for tax and cost coverage.
- Employees: Reflects the realization of value from employee stock option programs, which is a component of executive compensation.
Key Dates
| Date | Description |
|---|---|
| 12/31/2019 | Start of vesting schedule for 2019 Employee Stock Option (10% first year, 15% second, 20% third, 25% fourth, 30% fifth). |
| 11/11/2025 | Date of option exercise and share disposition. |
| 11/13/2025 | Signature date of the reporting person's power of attorney. |
| 03/19/2029 | Expiration date of the 2019 Employee Stock Option. |
Keywords
Old Republic International, ORI, Frank Sodaro, SEC Form 4, Insider Trading, Stock Options, Executive Compensation, Beneficial Ownership, CFO
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