OLD REPUBLIC ANNOUNCES RESULTS OF THE SPECIAL MEETING OF MEMBERS OF EVERETT CASH MUTUAL INSURANCE CO.

Old Republic (NYSE: ORI) announced approval by members of Everett Cash Mutual Insurance for conversion into stock-based ECM Insurance Company and Old Republic’s acquisition of the ECM Group.

Rhea-AI Summary

Old Republic (NYSE: ORI) announced approval by members of Everett Cash Mutual Insurance for conversion into stock-based ECM Insurance Company and Old Republic’s acquisition of the ECM Group.

Old Republic raised about $25 million via a common stock subscription, selling shares at $25.80, a 35% discount to a $39.70 10-day VWAP. Up to approximately 956,000 shares will be delivered at closing on July 1, 2026.

Positive

• Acquisition of ECM Group expands Old Republic's presence in commercial agricultural insurance
• Approximately $25 million of new equity capital raised via subscription offering

Negative

• Issuance of up to ~956,000 new shares creates equity dilution for existing shareholders
• Subscription price at $25.80 per share is at a 35% discount to the recent 10-day VWAP of $39.70

Argus Jul 1 session

+0.24% close to close Open Argus

Details

News Market Reaction – ORI

On Jul 1, the first trading day after this news, ORI closed 0.24% above the previous close.

Data tracked by StockTitan Argus for the Jul 1 session.

Key Figures

Subscription proceeds: $25 million Offering price: $25.80 per share Discount to VWAP: 35.0% +4 more

Subscription proceeds

$25 million

Cash raised via common stock offering to certain ECM participants

Offering price

$25.80 per share

Subscription price for Old Republic common stock in ECM-related offering

Discount to VWAP

35.0%

Discount vs 10-day volume-weighted average trading price

10-day VWAP

$39.70

Volume-weighted average trading price over 10 trading days ending June 29, 2026

VWAP period length

10 trading days

Measurement window for determining subscription discount

Maximum shares issued

956 thousand shares

Maximum Old Republic shares to be delivered in ECM subscription offering

Conversion effective date

July 1, 2026

Date ECM’s amended and restated articles will be filed in Pennsylvania

Historical Context

5 past events · Latest: May 15

5 events

1. May 15

   Dividend declaration

   24h Move

   +0.4%

   Quarterly dividend increase and continuation of long dividend-growth history.

2. Apr 30

   Brand refresh

   24h Move

   +0.6%

   Corporate brand refresh to highlight specialty expertise and visual identity.

3. Apr 29

   Rating affirmation

   24h Move

   -1.2%

   AM Best affirmed strong financial strength and credit ratings with stable outlooks.

4. Apr 23

   Earnings release

   24h Move

   -5.2%

   Reported Q1 2026 results including net income, premiums, combined ratio and capital return.

5. Apr 13

   Business launch

   24h Move

   +1.5%

   Launch of Lodestar as independent TPA brand to support growth and visibility.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

volume-weighted average trading price, mutual insurance company, stock insurance company, plan of conversion

4 terms

volume-weighted average trading price financial

"represented a 35.0% discount to the volume-weighted average trading price of $39.70"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

mutual insurance company financial

"the conversion of ECM from a mutual insurance company to a stock insurance company"

A mutual insurance company is an insurer owned by its policyholders instead of outside shareholders, so profits are typically returned to customers through lower premiums, policyholder dividends, or improved benefits. Because it operates more like a cooperative — prioritizing long-term stability and customer value over quarterly returns — it can offer conservative management and steadier underwriting, which matters to investors assessing a company’s growth prospects, capital flexibility and risk profile.

stock insurance company financial

"from a mutual insurance company to a stock insurance company named ECM Insurance Company"

A stock insurance company is an insurer organized as a corporation whose ownership is held by shareholders who can buy and sell its stock. It matters to investors because the company’s profits, reserves and claim payouts directly affect share value and dividend potential; owning its stock is like owning a business that earns income but can face large, unpredictable bills, so financial strength and capital needs drive investment risk and return.

plan of conversion regulatory

"Pursuant to the terms of the Plan of Conversion, upon the filing of ECM's amended"

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

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

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CHICAGO, June 30, 2026 /PRNewswire/ -- Old Republic International Corporation (NYSE: ORI) – today announced the results of the special meeting of the members of Everett Cash Mutual Insurance Co. ("ECM") held this morning at which members approved, among other matters, the conversion of ECM from a mutual insurance company to a stock insurance company named ECM Insurance Company and the acquisition of ECM Insurance Company and its subsidiaries (the "ECM Group") by Old Republic. In addition, Old Republic completed its offering of shares of its common stock for cash on a subscription basis to certain of the ECM members, employees, and non-employee directors. Old Republic received subscriptions of approximately $25 million through the sale of shares at a purchase price of $25.80 per share, which represented a 35.0% discount to the volume-weighted average trading price of $39.70 for the 10-trading day period ending June 29, 2026.

Pursuant to the terms of the Plan of Conversion, upon the filing of ECM's amended and restated articles of incorporation with the Secretary of State of the Commonwealth of Pennsylvania on July 1, 2026, Old Republic will deliver up to approximately 956 thousand shares of its common stock, which represents the maximum number of shares to be sold in the offering, and complete its acquisition of the ECM Group.

Old Republic President & CEO Craig R. Smiddy commented, "We are excited to welcome the ECM Group and its employees and customers to Old Republic. ECM has built a strong reputation over many decades serving the commercial agricultural market with deep expertise and a commitment to disciplined underwriting. Those attributes are at the core of our specialty strategy, and we are excited about the opportunities ahead as we work together to build on that foundation."

About Old Republic
Old Republic is a leading specialty insurer that operates diverse property & casualty and title insurance companies. Founded in 1923 and a member of the Fortune 500®, we are a leader in underwriting and risk management services for business partners across the United States and Canada. Our specialized operating companies offer significant expertise in their fields, enabling us to provide tailored solutions that set us apart. For more information, please visit www.oldrepublic.com.

At Old Republic:		At Financial Relations Board:
Craig R. Smiddy: President and Chief Executive Officer		Investors: Joe Calabrese/jcalabrese@mww.com

View original content:https://www.prnewswire.com/news-releases/old-republic-announces-results-of-the-special-meeting-of-members-of-everett-cash-mutual-insurance-co-302815168.html

SOURCE Old Republic International Corporation

FAQ

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

What did Old Republic (NYSE: ORI) announce about ECM Insurance Company on June 30, 2026?

Old Republic announced member approval for ECM’s conversion to a stock insurer and Old Republic’s acquisition of the ECM Group. According to Old Republic, closing will follow the July 1, 2026 filing of ECM’s amended and restated articles of incorporation in Pennsylvania.

How many Old Republic (ORI) shares are linked to the ECM subscription offering and at what price?

According to Old Republic, it received about $25 million of subscriptions, selling common shares at $25.80 each. The company expects to deliver up to approximately 956 thousand shares, which it says represents the maximum number of shares to be sold in the offering.

When will Old Republic complete the acquisition of the ECM Group (ORI)?

Old Republic plans to complete the ECM Group acquisition on July 1, 2026. According to Old Republic, closing occurs upon filing ECM’s amended and restated articles with Pennsylvania, after which it will deliver up to approximately 956 thousand ORI shares and finalize the transaction.

What discount did Old Republic offer on ORI shares in the ECM subscription, and why does it matter for investors?

Old Republic priced the subscription shares at $25.80, a 35% discount to a $39.70 10-day VWAP. According to Old Republic, this pricing supported approximately $25 million in subscriptions, but investors may note the below-market issuance when assessing dilution and valuation impacts.

How does acquiring ECM Group support Old Republic’s specialty insurance strategy (NYSE: ORI)?

The ECM acquisition adds expertise in the commercial agricultural market, which Old Republic highlights as aligned with its specialty focus. According to Old Republic, ECM brings a longstanding reputation for disciplined underwriting, supporting growth opportunities built on that established foundation.

Who could participate in Old Republic’s ECM-related stock subscription offering and what was the structure?

According to Old Republic, the cash subscription offering targeted certain ECM members, employees, and non-employee directors. Participants could buy Old Republic common stock at $25.80 per share, with total subscriptions of about $25 million and a maximum issuance of roughly 956 thousand shares.