[10-K] OLD REPUBLIC INTERNATIONAL CORP Files Annual Report
Filing Impact
Filing Sentiment
Form Type
10-K
Rhea-AI Filing Summary
Old Republic International reports steady growth for 2025, with consolidated revenues of
Specialty Insurance remains the core engine, generating revenues of
Title Insurance produced revenues of
Positive
- None.
Negative
- None.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended: December 31, 2025 OR
For the transition period from _____________________________ to ______________________________
| Commission File Number: | ||||||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (IRS Employer Identification No.) | |||||||
| incorporation or organization) | ||||||||
| (Address of principal executive office) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: 312 -346-8100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes: ☐ No : ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes : ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes : ☒ No: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: ☐ No: ☒
The aggregate fair value of the registrant's voting Common Stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant's directors and executive officers, and the registrant's various employee benefit plans are all affiliates of the registrant), based on the closing sale price of the registrant's common stock on June 30, 2025, the last day of the registrant's most recently completed second fiscal quarter, was $8,832,423,187 .
The registrant had 245,730,313 shares of Common Stock outstanding as of January 31, 2026.
Documents incorporated by reference:
The following documents are incorporated by reference into that part of this Form 10-K designated to the right of the document title.
| Title | Part | ||||
| Portions of the registrant's definitive Proxy Statement for the 2026 Annual Meeting of Shareholders Exhibits as specified in exhibit index (page 107) | III, Items 10, 11, 12, 13 and 14 IV, Item 15 | ||||
______________________________________
There are 109 pages in this report
Table of Contents | ||||||||
Page Number | ||||||||
Part I | ||||||||
Item 1 | Business | 4 | ||||||
Item 1A | Risk Factors | 13 | ||||||
Item 1B | Unresolved Staff Comments | 20 | ||||||
Item 1C | Cybersecurity | 20 | ||||||
Item 2 | Properties | 21 | ||||||
Item 3 | Legal Proceedings | 21 | ||||||
Item 4 | Mine Safety Disclosures | 21 | ||||||
Part II | ||||||||
Item 5 | Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities | 22 | ||||||
Item 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 | ||||||
Item 7A | Quantitative and Qualitative Disclosure About Market Risk | 50 | ||||||
Item 8 | Financial Statements and Supplementary Data | 51 | ||||||
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 91 | ||||||
Item 9A | Controls and Procedures | 91 | ||||||
Item 9B | Other Information | 92 | ||||||
Part III | ||||||||
Item 10 | Directors, Executive Officers, and Corporate Governance Information about our Executive Officers | 93 | ||||||
Item 11 | Executive Compensation | 94 | ||||||
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 94 | ||||||
Item 13 | Certain Relationships and Related Transactions | 94 | ||||||
Item 14 | Principal Accountant Fees and Services | 94 | ||||||
Part IV | ||||||||
Item 15 | Exhibits | 94 | ||||||
PART I
Item 1 - Business
($ in Millions, Except Share Data)
(a) General Description of Business. Old Republic International Corporation is a Chicago-based holding company engaged in the business of insurance underwriting and related services. It conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of the Republic Financial Indemnity Group (RFIG) Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. "Old Republic" or "the Company" refers to Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation, as the context requires.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. The underwriting principles encompass:
•Employing disciplined risk selection, evaluation, and pricing practices to reduce the possibility of adverse risk selection and to mitigate the uncertainty of insurance underwriting outcomes;
•Focusing on diversification and spreading of insured risks by geography, distribution, types of insurance coverage, among industries, with competency and proficiency; and
•Reducing and mitigating insured exposures through underwriting risk-sharing arrangements with policyholders, and additionally through reinsurance, to manage risk and bring greater efficiencies to capital management.
In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation. In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend-paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
The contributions to consolidated revenues and pretax income and the assets of each Old Republic segment are set forth in the following table. This information should be read in conjunction with the consolidated financial statements, the accompanying footnotes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing elsewhere in this report.
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Financial Information Relating to Segments of Business | |||||||||||||||||
| Revenues (a) | |||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||
| Specialty Insurance | $ | 5,990.9 | $ | 5,400.6 | $ | 4,744.3 | |||||||||||
Title Insurance | 2,928.9 | 2,682.9 | 2,620.6 | ||||||||||||||
Corporate & Other - net (b) | 36.7 | 77.9 | 84.2 | ||||||||||||||
| Subtotal | 8,956.6 | 8,161.6 | 7,449.3 | ||||||||||||||
Consolidated investment gains (losses) (a) | 179.7 | 69.9 | (190.9) | ||||||||||||||
| Consolidated | $ | 9,136.3 | $ | 8,231.5 | $ | 7,258.3 | |||||||||||
| Pretax Income | |||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||
| Specialty Insurance | $ | 900.0 | $ | 848.3 | $ | 787.8 | |||||||||||
Title Insurance | 139.9 | 144.1 | 133.5 | ||||||||||||||
Corporate & Other - net (b) | (35.6) | 7.3 | 16.9 | ||||||||||||||
| Subtotal | 1,004.3 | 999.8 | 938.4 | ||||||||||||||
Consolidated investment gains (losses) | 179.7 | 69.9 | (190.9) | ||||||||||||||
| Consolidated | $ | 1,184.0 | $ | 1,069.7 | $ | 747.4 | |||||||||||
| Assets | |||||||||||||||||
| As of December 31: | 2025 | 2024 | 2023 | ||||||||||||||
| Specialty Insurance | $ | 26,750.6 | $ | 24,563.2 | $ | 22,710.5 | |||||||||||
Title Insurance | 1,937.7 | 1,915.8 | 1,948.2 | ||||||||||||||
Corporate & Other - net (b) | 1,174.2 | 1,363.9 | 1,842.5 | ||||||||||||||
| Consolidated | $ | 29,862.7 | $ | 27,843.1 | $ | 26,501.4 | |||||||||||
(a) Revenues consist of net premiums, fees, net investment and other income earned. Investment gains (losses), which include unrealized gains (losses) on equity securities, are shown on a consolidated basis because the investment portfolio is managed as a whole.
(b) Corporate & Other includes amounts for a small life and accident insurance business, the RFIG Run-off business through the effective date of its sale of May 31, 2024, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.
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Consolidated Underwriting Results | ||
The following table reflects premiums and related loss, expense, and combined ratios for the major coverages underwritten in the Company's insurance segments.
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||||||||||||||
| Specialty Insurance: | |||||||||||||||||||||||||||||
| Overall Experience: | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 5,184.8 | $ | 4,677.0 | $ | 4,119.2 | |||||||||||||||||||||||
| Loss Ratio | 63.9 | % | 64.1 | % | 62.0 | % | |||||||||||||||||||||||
| Expense Ratio | 29.3 | 28.1 | 28.2 | ||||||||||||||||||||||||||
| Combined Ratio | 93.2 | % | 92.2 | % | 90.2 | % | |||||||||||||||||||||||
| Experience by Major Coverages: | |||||||||||||||||||||||||||||
Commercial Auto: | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 2,184.9 | $ | 1,961.8 | $ | 1,689.4 | |||||||||||||||||||||||
| Loss Ratio | 72.3 | % | 72.4 | % | 71.5 | % | |||||||||||||||||||||||
| Workers' Compensation: | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 879.7 | $ | 836.2 | $ | 802.2 | |||||||||||||||||||||||
| Loss Ratio | 59.0 | % | 48.0 | % | 41.4 | % | |||||||||||||||||||||||
Property: (a) | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 696.9 | $ | 596.9 | $ | 473.1 | |||||||||||||||||||||||
| Loss Ratio | 53.5 | % | 53.2 | % | 61.0 | % | |||||||||||||||||||||||
| General Liability: | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 434.4 | $ | 363.8 | $ | 251.8 | |||||||||||||||||||||||
| Loss Ratio | 62.7 | % | 72.9 | % | 76.0 | % | |||||||||||||||||||||||
Financial Indemnity: (b) | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 355.9 | $ | 321.7 | $ | 347.7 | |||||||||||||||||||||||
| Loss Ratio | 48.0 | % | 63.9 | % | 48.2 | % | |||||||||||||||||||||||
| Home and Auto Warranty: | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 336.2 | $ | 315.0 | $ | 311.4 | |||||||||||||||||||||||
| Loss Ratio | 54.9 | % | 58.2 | % | 65.5 | % | |||||||||||||||||||||||
| Other Coverages: (c) | |||||||||||||||||||||||||||||
| Net Premiums Earned | $ | 296.5 | $ | 281.2 | $ | 243.3 | |||||||||||||||||||||||
| Loss Ratio | 71.7 | % | 73.1 | % | 65.9 | % | |||||||||||||||||||||||
| Title Insurance: (d) | |||||||||||||||||||||||||||||
| Net Premiums & Fees Earned | $ | 2,858.6 | $ | 2,619.1 | $ | 2,562.8 | |||||||||||||||||||||||
| Loss Ratio | 2.2 | % | 1.8 | % | 1.9 | % | |||||||||||||||||||||||
| Expense Ratio | 95.4 | 95.2 | 95.2 | ||||||||||||||||||||||||||
| Combined Ratio | 97.6 | % | 97.0 | % | 97.1 | % | |||||||||||||||||||||||
| All Coverages Consolidated: | |||||||||||||||||||||||||||||
| Net Premiums & Fees Earned | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | |||||||||||||||||||||||
| Loss Ratio | 41.9 | % | 41.7 | % | 38.7 | % | |||||||||||||||||||||||
| Expense Ratio | 52.8 | 52.2 | 53.9 | ||||||||||||||||||||||||||
| Combined Ratio | 94.7 | % | 93.9 | % | 92.6 | % | |||||||||||||||||||||||
(a) Includes Commercial Multi-Peril and Inland Marine coverages.
(b) Includes Directors & Officers (D&O), Errors & Omissions (E&O), Fidelity, and Surety coverages.
(c) Includes Aviation, Travel Accident, and Accident & Health coverages.
(d) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.
| Specialty Insurance | ||
Old Republic's Specialty Insurance segment is best characterized as a commercial lines insurance business with a strong focus on lines of coverages provided to businesses, state and local governments, and other institutions. The Company does not have a meaningful exposure to homeowners or private auto coverages. Old Republic also focuses
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on specific sectors of the North American economy, most prominently the transportation, commercial construction, healthcare, education, retail and wholesale trade, forest products, energy, general manufacturing, and financial services industries. In managing the insurance risks it undertakes, the Company employs various underwriting and loss mitigation techniques such as utilization of policy deductibles, captive insurance risk-sharing arrangements, self-insured retentions, retrospective rating, and policyholder dividend plans. These underwriting techniques are intended to better correlate premium charges with the ultimate claims experience of individual or groups of insureds and align the Company's interests with those of the insureds.
Over the years, the Specialty Insurance segment's operations have been developed steadily through a combination of internal growth; the establishment of additional operating companies focused on specialized coverages, distribution channels, and/or industry sectors; and through acquisitions. As a result, this segment has become widely diversified with a business base encompassing the following major insurance coverages:
Accident & Health: Specialized coverages such as employer stop loss, managed care, and ancillary products.
Aviation: Protects the value of aircraft hulls and affords liability coverage for acts that result in injury, loss of life, and property damage to passengers and others on the ground or in the air.
Commercial Auto: Covers vehicles (mostly trucks) used principally in commercial pursuits, including damage to insured vehicles and liabilities incurred by an insured for bodily injury and property damage sustained by third parties.
Commercial Multi-Peril (CMP): Coverage for claims arising from the acts of owners or employees, and protection for the physical assets of businesses.
Commercial Property: Protects an insured’s real and personal property from risk of direct physical loss or damage, including subsequent business interruption and expense.
Cyber: Cyber insurance solutions designed to provide protection against the financial impacts of cyber risks for businesses across a wide range of industries.
Environmental: Customized primary and excess environmental liability solutions offered to businesses of varying scales and complexities.
Excess & Surplus: Commercial excess and surplus lines insurance solutions sourced primarily through wholesale distribution channels.
Financial Indemnity: Multiple types of specialty coverages, including most prominently the following:
D&O: Coverage provides for the payment of legal expenses and indemnity settlements for claims made against the directors and officers of corporations from a variety of sources, most typically shareholders.
E&O: Liability policies written for non-medical professional service providers such as lawyers, architects, and consultants, that provide coverage for legal expenses and indemnity settlements for claims alleging breaches of professional standards.
Fidelity: Bonds cover the exposures of financial institutions and commercial and other enterprises for losses of monies or debt and equity securities due to acts of employee dishonesty.
Surety: Bonds are insurance company guarantees of performance by a corporate principal or individual such as for the completion of a building or road project, or payment on various types of contracts.
Home & Auto Warranty: Includes the following types of coverages:
Automobile Extended Warranty: Coverage provided to vehicle owners for certain mechanical or electrical repair or replacement costs after the manufacturer's warranty has expired.
Home Warranty: Provides repair and/or replacement coverage for home systems (e.g. plumbing, heating, and electrical) and designated appliances.
General Liability: Protects against liability of an insured that stems from carelessness, negligence, or failure to act, and results in property damage or personal injury to others.
Inland Marine: Insurance of property in transit over land and of property that is mobile by nature, inclusive of builder's risk coverages which protect structures and materials during construction projects.
Travel Accident: Covers monetary losses arising from trip delay and cancellation for individual insureds.
Workers' Compensation: Purchased by employers to provide insurance for employees' lost wages and medical benefits in the event of work-related injury, disability, or death.
Approximately 95% of Specialty Insurance premiums are produced through independent agency or brokerage channels, while the remaining 5% is obtained through direct production facilities.
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Net Premiums Earned
In 2025, Specialty Insurance continued to expand its product capabilities beyond its traditional focus on commercial auto and workers’ compensation. Commercial auto remains the Company’s largest line of coverage and accounted for 42.1% of Specialty Insurance’s consolidated net premiums earned in 2025. Investments in new operating companies have helped grow the Company’s presence in non-casualty lines such as property, which now amounts to 13.4% of such totals.
Specialty Insurance net premiums earned increased 10.9% for 2025, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including an increasing contribution from new operating companies. Premium growth was most pronounced within commercial auto, general liability, property, and accident & health coverages while Canadian premiums (travel accident and trucking) declined. Commercial auto rate increases accelerated and general liability continued to achieve significant rate increases.
Loss Ratios
Variations in loss ratios are typically caused by changes in the frequency and severity of losses incurred, changes in premium rates, the level of audit premium adjustments, and periodic changes in loss and loss adjustment expense reserve estimates. The Company can therefore experience period-to-period volatility in the underwriting results for individual coverages. In light of Old Republic's basic underwriting focus in managing its business, a long-term objective has been to dampen this volatility by diversifying coverages offered and industries served.
The loss ratios include loss adjustment expenses and policyholders' dividends, which apply principally to workers' compensation insurance, and are typically a reflection of changes in loss experience from prior years for individual or groups of policies, rather than current year results.
The Specialty Insurance loss ratios are summarized as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Reported Loss Ratio | 63.9 | % | 64.1 | % | 62.0 | % | ||||||||||||||
Prior Year Loss Reserve Development | (2.9) | (2.3) | (5.7) | |||||||||||||||||
Current Year Loss Ratio | 66.8 | % | 66.4 | % | 67.7 | % | ||||||||||||||
Overall, the reported loss ratio for Specialty Insurance in 2025 reflects higher levels of favorable prior year loss reserve development.
Net favorable reserve development came primarily from:
•Workers’ compensation (favorable development predominantly from accident years 2020 and prior, partially offset by unfavorable development predominantly from accident years 2021-2024);
•Commercial auto (favorable development predominantly from accident years 2022 and prior, partially offset by unfavorable development from 2023); and
•Property, which includes commercial multi-peril (favorable development predominantly from accident years 2015-2024).
Small amounts of net unfavorable reserve development came primarily from general liability, at a lower level than 2024. No single line experienced significant amounts of unfavorable development in 2025, and all other lines netted to less than a 0.1 percentage point increase in the reported loss ratio.
Changes in estimated claim costs reflect continually evolving pricing and risk selection together with variability in loss severity and frequency trends. Changes in commercial auto loss ratios are primarily due to fluctuations in claim severity. Loss ratios for workers' compensation and general liability insurance can reflect greater variability due to chance events in any one year, and estimated provisions for loss costs not recoverable from assuming reinsurers that may experience financial difficulties. Additionally, workers' compensation claim costs in particular have been impacted by lower frequency, and are subject to a variety of underwriting techniques such as the use of captive reinsurance retentions, retrospective premium plans, self-insured, and high deductible insurance programs that are intended to mitigate claim costs over time. Loss ratios for general liability coverages tend to be highly volatile year-to-year due to the impact of changes in claim emergence and severity of legacy asbestosis and environmental (A&E) claims exposures.
Loss Reserves
The Company's property and casualty insurance subsidiaries establish loss reserves that consist of estimates to settle: a) reported (known) claims; b) claims which have been incurred as of each balance sheet date but have not yet been reported (IBNR) to the insurance subsidiaries; c) direct costs (fees and costs which are allocable to individual claims); and d) indirect costs (such as salaries and rent applicable to the overall management of claim departments) to administer known and IBNR claims. Such loss reserves, except as to classification in the consolidated balance sheets as to gross and reinsured portions, are reported for financial and regulatory reporting purposes at amounts that are substantially the same.
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The establishment of loss reserves is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims; continually evolving and changing legal theories from the judicial system; recurring accounting, statistical, and actuarial studies; the professional experience and expertise of the Company's claim departments' personnel, attorneys, and independent claim adjusters; ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, and work-related injuries; and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.
In establishing loss reserves, the potential increase in future loss settlement costs caused by inflation is considered along with the many other factors cited above. Reserves are generally set to provide for the ultimate cost of all claims. With regard to certain workers' compensation reserves, however, the ultimate cost of long-term disability type claims is typically discounted to present value based on interest rates generally ranging from 1.5% to 3.5%.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. However, no representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.
Reinsurance and Retrospective Arrangements
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium and a large variety of risk-sharing procedures and arrangements for parts of its business in order to reduce underwriting losses for which it might become liable under insurance policies it issues, and to afford its customers or producers a degree of participation in the risks and rewards associated with such business. Under retrospective arrangements, Old Republic collects additional premiums if losses are greater than originally anticipated and refunds a portion of original premiums if loss costs are lower. Pursuant to risk-sharing arrangements, the Company adjusts production costs or premiums to likewise reflect deviations from originally expected loss costs. The amount of premium, production costs and other adjustments which may be made is either limited or unlimited depending on the Company's evaluation of risks and related contractual arrangements.
| Title Insurance | ||
Title Insurance's business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records that contain information concerning interests in real property. The policies insure against losses arising out of defects, liens, and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy. For the year ended December 31, 2025, 21.9% of the Company's consolidated title premium and fee revenues stemmed from direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries of the Company), while the remaining 78.1% originated from independent title agents.
There are two basic types of title insurance policies issued by the Company: lenders' policies and owners' policies. Both are issued for a one-time premium. Most mortgages made in the United States are extended by mortgage bankers, savings and commercial banks, state and federal agencies, and life insurance companies. These financial institutions secure title insurance policies to protect their mortgagees' interest in the real property. This protection remains in effect for as long as the mortgagee has an interest in the property. A separate title insurance policy may be issued to the owner of the real estate. An owner's policy of title insurance protects an owner's interest in the title to the property.
In connection with its Title Insurance operations, Old Republic also provides escrow closing and construction disbursement services, as well as real estate information products, national default management services, and a variety of other services pertaining to real estate transfers and loan transactions. As lenders and the title insurance industry transition into the evolving digital landscape, Old Republic believes it is well positioned with technology, business process innovations, and strategic partnerships to remain competitive in the market.
Net Premiums and Fees Earned
The premiums charged for the issuance of title insurance policies vary with the policy amount and the type of policy issued. The premium is collected in full when the real estate transaction is closed, with there being no recurring fee thereafter. Premiums charged on subsequent policies on the same property, typically related to refinancing, may be reduced depending generally upon the time elapsed between issuance of the previous policies and the nature of the transactions for which the policies are issued. Most of the charge to the customer relates to title services rendered in conjunction with the issuance of a policy rather than to the possibility of loss due to risks insured against. Accordingly, the cost of services performed by a title insurer relates for the most part to the prevention of loss rather
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than to the assumption of the risk of loss. Loss costs that do occur result primarily from title search and examination mistakes, fraud, forgery, incapacity, missing heirs, and escrow processing errors.
Title Insurance's premium and fee revenue is closely related to the level of activity in the real estate market. The volume of real estate activity is affected by the availability and cost of financing, population growth, family movements, and other socio-economic factors. Also, the title insurance business is seasonal. During the winter months, new building activity is reduced and, accordingly, the Company produces less title insurance business relative to new construction during such months than during the rest of the year. The most important factors, as far as Old Republic's title business is concerned, however, are the rates of activity in the resale and refinance markets for residential properties and more recently, growth in commercial title business.
Title Insurance net premiums and fees earned increased 9.1% in 2025 continuing to reflect strong activity in the commercial sector and a modest uptick in refinance activity. Both agency and directly produced premiums experienced double digit growth in 2025, driven by lower interest rates and strong commercial business production. Commercial premiums represented 26% of net premiums earned in 2025. Title, escrow, and other fees were 7% lower in 2025 as decreased fees from the sale of certain technology platforms was partially offset by growth in escrow and closing fees.
Loss Ratios
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios for the periods shown in the following table:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Reported Loss Ratio | 2.2 | % | 1.8 | % | 1.9 | % | ||||||||||||||
Prior Year Loss Reserve Development | (1.2) | (1.6) | (1.8) | |||||||||||||||||
Current Year Loss Ratio | 3.4 | % | 3.4 | % | 3.7 | % | ||||||||||||||
The Title Insurance loss ratios reflect a lower level of favorable prior year loss reserve development and consistent current year losses. The favorable development in 2025, primarily from years 2019-2022, was partially offset by unfavorable development from 2018, 2023, and 2024.
| Corporate & Other | ||
Corporate & Other operations includes a small life and accident insurance business, the RFIG Run-off business through the effective date of its sale of May 31, 2024, the parent holding company, and several internal corporate services subsidiaries that perform cash and investment management, payroll, administrative, information technology, and marketing services. The life and accident business registered net premium revenues of $9.4, $8.9, and $9.1 in 2025, 2024, and 2023, respectively. Life and accident business is conducted in both the United States and Canada and consists mostly of limited product offerings sold through financial intermediaries such as travel agents and marketing channels that are also utilized in some of Old Republic's Specialty Insurance operations. Production of term life insurance, accounting for net premiums earned of $3.9, $3.5, and $3.8 in 2025, 2024, and 2023, respectively, was terminated and placed in run-off as of year-end 2004.
(b) Marketing. The personal contacts, relationships, reputations, and intellectual capital of Old Republic's key executives and other associates responsible for the production of business are vital elements in obtaining and retaining much of its business. Many of the Company's customers produce large amounts of premiums and fees and therefore warrant substantial levels of attention and involvement by these persons. In this respect, Old Republic's mode of operation relies on the marketing, underwriting, and management skills of relatively few key people for large parts of its business.
At least one insurance legal entity of the Old Republic Specialty Insurance segment is licensed to do business in each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands, Guam, and each of the Canadian provinces. Title Insurance subsidiaries are licensed to do business in 50 states, the District of Columbia and Guam. Consolidated direct premium volume distributed among the various geographical regions shown was as follows for the past three years:
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| Geographical Distribution of Consolidated Direct Premiums Written | ||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
| United States: | ||||||||||||||||||||||||||
| Northeast | 11.7 | % | 11.5 | % | 11.3 | % | ||||||||||||||||||||
| Mid-Atlantic | 7.4 | 7.0 | 7.0 | |||||||||||||||||||||||
| Southeast | 22.1 | 22.2 | 22.2 | |||||||||||||||||||||||
| East North Central | 11.5 | 11.2 | 11.4 | |||||||||||||||||||||||
| West North Central | 9.3 | 9.5 | 9.8 | |||||||||||||||||||||||
| Mountain | 8.0 | 7.9 | 8.0 | |||||||||||||||||||||||
| Western | 14.5 | 14.5 | 14.6 | |||||||||||||||||||||||
| Southwest | 14.1 | 14.0 | 13.0 | |||||||||||||||||||||||
Foreign (principally Canada) | 1.4 | 2.2 | 2.7 | |||||||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||||
Commercial coverages underwritten for business enterprises and public entities are marketed primarily through independent insurance agents and brokers with the assistance of Old Republic's trained sales, underwriting, actuarial, and loss control personnel. No single source accounted for over 10% of Old Republic's premium volume in 2025.
A substantial portion of the Company's Title Insurance business is referred by title insurance agents, builders, lending institutions, real estate developers, realtors, and lawyers. Title insurance and related real estate settlement products are sold through 246 branch offices and owned agency subsidiaries of the Company in all 50 states and the District of Columbia. Policies are also issued through independent title agents (not themselves title insurers) pursuant to underwriting agreements. These agreements generally provide that the agent may cause title policies of the Company to be issued, and the Company is responsible under such policies for any payments to the insured. Issuing agents are authorized to issue commitments and title insurance policies based on their own search and examination, or on the basis of abstracts and opinions of approved attorneys. Typically, the agent deducts the major portion of the title insurance charge to the customer as its commission for services. During 2025, 78.1% of Title Insurance premiums and fees were accounted for by policies issued by independent title agents.
(c) Competition. The insurance business is highly competitive and Old Republic competes with many stockholder-owned and mutual insurance companies. Many of these competitors offer more insurance coverages and have substantially greater financial resources than the Company. The rates charged for many of the insurance coverages in which the Company specializes, such as workers' compensation insurance, other property and liability insurance, and title insurance, are primarily regulated by the states. The basic methods of competition available to Old Republic, aside from rates, are service to customers, expertise in tailoring insurance programs to the specific needs of its clients, efficiency and flexibility of operations, personal involvement by its key executives, and, as to title insurance, accuracy and timely delivery of evidences of title issued.
The Company believes its experience and expertise have enabled it to develop a variety of specialized insurance programs and related services for its customers, and to secure state insurance departments' approval of these programs.
(d) Investments. In common with other insurance organizations, Old Republic invests most of its capital and operating funds in income producing securities. Investments held within regulated entities must comply with applicable insurance laws and regulations. These laws and regulations prescribe the nature, form, quality, and relative amounts of investments that may be made by insurance companies. Generally, these laws and regulations permit insurance companies to invest within varying limitations in state, municipal and federal government obligations, corporate debt, preferred and common stocks, certain types of real estate, and first mortgage loans. Old Republic's investment policy is to acquire and retain primarily investment grade, publicly traded, fixed income securities, and dividend-paying, publicly traded, large capitalization, highly liquid equity securities.
The investment policy is also influenced by the terms of the insurance coverages written by the Company, by its expectations as to the timing of claim and benefit payments, and by income tax considerations. As a consequence of all these factors, the Company's investment portfolio is directed in consideration of enterprise-wide risk management objectives, focused on ensuring liquidity for obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries' capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counterparty risk attributes. Pursuant to the Company's enterprise risk management guidelines and controls, it performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the financial strength and the long-term continuity and prospects of its operations.
(e) Government Regulation. Old Republic's insurance subsidiaries are subject to state insurance industry regulation and supervision of the jurisdictions in which they do business. The method of such regulation varies, but generally regulation has been delegated to state insurance commissioners. The state insurance commissioners are granted broad administrative powers relating to the licensing of insurers and their agents, the nature of and limitations on
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investments, approval of policy forms, reserve requirements, and trade practices. In addition to these types of regulation, many classes of insurance, including most of the Company's insurance coverages, are subject to rate regulations which require that rates be reasonable, adequate, and not unfairly discriminatory.
Most states have also enacted insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. Old Republic's insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such legislation varies from state to state but typically requires periodic disclosure concerning the corporation that controls the registered insurers, or ultimate holding company, and all subsidiaries of the ultimate holding company, and prior approval of certain intercorporate transfers of assets (including payments of dividends in excess of specified amounts by the insurance subsidiary) within the holding company system.
Each state has established minimum capital and surplus requirements to conduct insurance business. At December 31, 2025, each of the Company’s insurance subsidiaries exceeded the minimum statutory capital and surplus requirements.
U.S. Privacy and Cybersecurity
The Company is subject to U.S. federal and state laws and regulations that require financial institutions, insurance companies, and other businesses to protect the security, confidentiality, and integrity of personal information and to provide notice of their practices relating to the collection and disclosure of personal information. Various state insurance privacy laws and regulations, enacted to implement the privacy requirements of the federal Gramm-Leach-Bliley Act of 1999 (GLBA), impose restrictions on the Company’s ability to collect and share consumer personal information and require notices and disclosures to consumers.
To the extent that the Company collects and processes personal information about California residents that is not subject to the privacy restrictions and requirements of the GLBA, the California Consumer Privacy Act and the California Privacy Rights Act provide such California residents certain rights concerning such personal information and have imposed corresponding obligations and disclosure requirements on the Company. Similar comprehensive privacy laws have and will continue to become effective in other states in which the Company operates; however, to date all other state comprehensive privacy laws have exempted (i) financial institutions subject to the GLBA, or in the case of two states, licensed insurance companies and certain other businesses, (ii) personal information collected subject to the GLBA, (iii) personal information related to personnel, and (iv) business-to-business contact information.
Cybersecurity requirements specific to the insurance industry to which the Company is subject have been adopted by the New York Department of Financial Services (NY DFS), and 26 other states have adopted requirements based on the Insurance Data Security Model Law promulgated by the National Association of Insurance Commissioners. These requirements are intended to protect the information of the Company's customers, personnel and others, and its own information systems. The NY DFS Cybersecurity Regulation imposes heightened cybersecurity requirements on licensees such as the Company including required administrative and technical safeguards, and requires prompt notification for certain cybersecurity events, ransomware, and payment of extortion. Additional states are expected to adopt similar requirements, and various states also impose more general requirements to protect personal information.
The Company is also subject to U.S. federal and state laws and regulations requiring notification to affected individuals and regulatory agencies of security breaches, and requiring the Company to file a Form 8-K with the Securities and Exchange Commission (SEC) within four business days after determining that a cybersecurity event is material. Refer to Item 1C - Cybersecurity for additional discussion.
Privacy and cybersecurity laws and regulations in the U.S. are evolving and subject to continual change.
(f) Employees. Old Republic’s approximately 9,500 associates — the Company’s human and intellectual capital — form a key stakeholder group and a most important resource for managing the Company's business. Creating the most appropriate culture and offering professional opportunities are the primary goals of Old Republic’s human capital management. There is significant competition for talent in the insurance industry and the Company’s ability to recruit, retain, and develop its associates is a key driver for its long-term success.
As with many elements of the Company’s business, the first and primary level of human capital management occurs in the operating companies. This approach reflects the different needs and expectations of each operating company based on the industry specialization, lines of business, and geographical location. In addition, the flexibility of this approach to human capital management benefits the entire enterprise and leads to the identification of methods and solutions that can eventually be applied across the entire business.
At the holding company level, Old Republic emphasizes its corporate culture and coordinates the compensation and benefits philosophy that applies to all operating subsidiaries. Old Republic's culture is one that focuses on managing the business in the best interest of its shareholders and key stakeholders, including associates. The long-term success of Old Republic’s associates means:
•Training and Development – Investment in associates means investment in the business. Old Republic offers many training opportunities, including professional certifications, mentoring programs, and leadership training.
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•Engagement – Old Republic believes that an engaged workforce will be a successful workforce. The Company seeks to create and maintain engaged associates by offering opportunities to interact with industry, professional, charitable, and community organizations.
•Planning Ahead – Offering the right compensation and benefit packages and meaningful opportunities to invest in retirement gives Old Republic associates the opportunity to plan ahead.
(g) Website access. The Company files various reports with the SEC, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (Exchange Act). The Company's reports are available by visiting the SEC's website (https://www.sec.gov) and accessing its EDGAR database to view or print copies of the electronic versions of the Company's reports. Additionally, the Company's reports can be obtained, free of charge, by visiting its website (https://www.oldrepublic.com), selecting Investors then Financials to view or print copies of the electronic versions of the Company's SEC and other reports. The contents of the Company's website are not intended to be, nor should they be considered, incorporated by reference in any of the reports the Company files with the SEC.
Item 1A - Risk Factors
In evaluating the Company, the factors described below should be considered carefully. The occurrence or reoccurrence of one or more of these events could significantly and adversely affect the Company’s business, financial condition, and results of operations.
RISKS RELATING TO OLD REPUBLIC AND ITS BUSINESSES
Old Republic’s loss reserves are based on estimates, and if these prove to be inadequate to cover its actual insured losses, Old Republic’s business, financial condition, and results of operations could be adversely affected.
To recognize liabilities for anticipated policy losses, the Company establishes reserves as balance sheet liabilities representing its best estimate of amounts needed to pay reported and unreported losses and the related loss adjustment expenses. It is not possible to calculate precisely what these liabilities will amount to in advance and, accordingly, the reserves represent a best estimate at a point in time. Estimating loss reserves is a difficult, complex, and inherently uncertain process involving many variables and subjective judgments. These estimates are based upon known historical loss data, assumptions, and expectations of future trends in claim frequency and severity, changes in legal, regulatory and litigation environments, and inflation and other economic considerations.
Moreover, for long-tail coverages which generally include workers' compensation, commercial auto liability, general liability, errors and omissions (E&O) and directors’ and officers' (D&O) liability, as well as title insurance, significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to the Company, and the payment of that loss. The length of time required to ultimately settle long-tailed claims and the costs associated with resolving these claims, coupled with uncertain and sometimes variable judicial rulings on coverage and policy allocation issues, along with the possibility of legislative actions, makes reserving for these exposures highly uncertain and creates a risk of possibly adverse developments in both known and unknown claims.
As a result of these uncertainties, the ultimate paid loss and loss adjustment expense may deviate, perhaps substantially, from the point-in-time estimates of such losses and expenses, as reflected in the loss reserves included in the Company’s consolidated financial statements. For example, for the years ended December 31, 2025, 2024, and 2023, the Company experienced consolidated favorable development of reserves for losses and loss adjustment expenses incurred in prior years of $189.4, $151.9, and $305.8, respectively, which had a positive effect on consolidated results of operations in those periods. To the extent that loss and loss adjustment expenses exceed initial estimates, the Company's policy is to immediately recognize the less favorable experience and increase loss reserves, with a corresponding reduction in net income in the period in which the unfavorable development is identified.
If the Company is unable to accurately underwrite risks and charge competitive yet profitable rates to its policyholders and customers, the Company’s business, financial condition, and results of operations could be materially and adversely affected.
In general, the premiums for the Company’s insurance policies are established at the time a policy is issued and, therefore, before all of the underlying liabilities and costs associated with the policy are known. Like other insurance companies, Old Republic relies on estimates and assumptions in setting premium rates. Establishing adequate premiums is necessary to generate sufficient revenue to offset losses, loss adjustment expenses and other underwriting costs and to earn an underwriting profit. If the Company does not accurately assess and underwrite the risks it assumes, it may not charge adequate premiums to cover its losses and expenses, which would adversely affect the Company’s financial condition and results of operations. Alternatively, the Company could set its premiums too high, which could reduce its competitiveness and lead to lower revenues.
Pricing involves the acquisition and analysis of historical loss data, and the projection of future trends, loss costs and expenses, and inflation trends, among other factors, for each of the Company’s products. In order to accurately price its policies, the Company:
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•Collects and analyzes a substantial volume of data from its insureds;
•Develops, tests, and applies appropriate projections and rating formulas;
•Closely monitors and recognizes changes in trends timely; and
•Seeks to project expected losses for its insureds with reasonable accuracy.
The Company seeks to implement its pricing accurately in accordance with its assumptions, available data, and analysis of that data. Given the uncertainties generally inherent in estimates and assumptions, the Company’s ability to undertake these efforts successfully and, as a result, accurately price its policies, is not free from risk.
If the Company is unable to realize its investment objectives, its financial condition and results of operations may be adversely affected.
Investment income is an important component of the Company’s net income and one of its primary sources of cash flow to support operations. As of December 31, 2025, the consolidated investment portfolio reflected an allocation of approximately 85% to fixed income (bonds and notes) and short-term investments, and 15% to equity securities (common and preferred stocks). For the years ended December 31, 2025, 2024, and 2023, the Company reported $708.7, $673.1, and $578.3 of net investment income, respectively.
The Company’s entire investment portfolio is subject to market-wide risks and fluctuations inherent in the financial markets, including but not limited to, inflation, regulatory changes, inactive capital markets, governmental and social stability, economic outlooks, unemployment, financial industry events, and recession, as well as to risks inherent in particular securities. Changing or unprecedented market conditions could decrease liquidity and materially impact the future valuation of fixed income and equity securities in the investment portfolio.
In structuring its investment portfolio, the Company seeks to align its policyholder obligations and the maturity of its fixed income portfolio. As a result of either an unexpected increase in policyholder obligations (e.g. because of an underestimate in reserves) or a short fall in funds available (e.g. because of a default in a fixed income investment), the Company could have difficulty in meeting its obligations. In this case, the Company could be forced to liquidate its investments before their maturity or under adverse market conditions to obtain the funds necessary to meet its obligations. This could result in unexpected losses in the portfolio. Additionally, the Company may be forced to change its investments or investment policies depending upon regulatory, economic and market conditions, thus affecting the existing or anticipated financial condition and operating needs, including the tax position, of its business. In such circumstances, the Company’s investment objectives may not be achieved, and its financial condition and results of operations may be adversely affected.
Losses due to nonperformance or defaults by counterparties can have a material adverse effect on the Company’s profitability or sources of liquidity.
The Company has credit risk with counterparties associated with investments, premiums receivable, and reinsurance recoverables. The Company’s subsidiaries have significant business relationships with financial institutions, particularly national banks. To secure the obligations of the insureds and certain reinsurers, the insurance subsidiaries are often the beneficiaries of a significant amount of security in the form of letters of credit, trust funds, and pledged investments. Other banks serve as depositories holding large sums of money in escrow accounts established by the Company's Title Insurance subsidiaries. Accordingly, there is a risk of concentrated financial exposure in one or more such commercial banking institutions. These counterparties may default on their obligations to the Company due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud, government intervention and other reasons. If any of these institutions fail or are unable to honor their credit obligations, or if escrowed funds are lost or become inaccessible due to the failure of a bank, the result could have a materially adverse effect on the Company’s business, results of operations, and financial condition.
The Company is also exposed to credit risk with its reinsurers. Reinsurance does not discharge the Company’s insurance subsidiaries of their obligations under the insurance policies they write. The Company’s insurance subsidiaries remain liable to policyholders even if they are unable to make recoveries that they believe they are entitled to receive under their reinsurance contracts. With respect to long-tail coverages, the creditworthiness of the Company’s reinsurers may change before it can recover amounts to which it is entitled. If a reinsurer is unable to meet any of its obligations to the Company, the Company would be responsible for all loss and loss adjustment expenses for which it would have otherwise received payment from the reinsurer. If the Company is unable to collect amounts recoverable from reinsurers, its business, financial condition, and results of operations would be adversely affected.
The Company’s status as a holding company with no direct operations could adversely affect its liquidity and its ability to service debt and pay dividends.
Old Republic is an insurance holding company that transacts business solely through its operating subsidiaries. Old Republic’s primary assets are the investments in these operating subsidiaries, and substantially all of the Company’s assets consist of those used for the business conducted by its insurance subsidiaries. Old Republic relies upon dividends and interest from these subsidiaries in order to pay the interest and principal on its debt obligations, dividends to shareholders, and corporate expenses.
The payment of dividends by the Company’s insurance subsidiaries is restricted by state insurance laws or subject to approval of the insurance regulatory authorities in the jurisdictions in which the subsidiaries are domiciled.
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These authorities recognize only statutory accounting practices for determining financial condition, results of operations, and the ability of an insurer to pay dividends to its shareholders. The specific rules governing the payment of dividends by the Company’s insurance subsidiaries vary from jurisdiction to jurisdiction. The Company’s insurance subsidiaries are domiciled in many different jurisdictions. Generally, the insurance subsidiaries are prohibited from paying dividends to the holding company in excess of either the greater or lesser of (depending upon the state involved) 10% of statutory surplus or a portion of statutory net income without the prior approval of the applicable insurance regulatory authority. Dividends declared during the fiscal years ended December 31, 2025, 2024, and 2023 to the holding company by its subsidiaries amounted to $719.5, $645.7, and $673.3, respectively. There can be no assurance that the Company’s subsidiaries will be able to continue to pay such dividends to the Company in the future. If the Company’s subsidiaries are unable to pay dividends to the holding company in amounts necessary to satisfy existing obligations, the Company’s ability to service its debt and pay dividends to its shareholders would be adversely affected.
Old Republic may not be able to maintain paying dividends at current rates, or at all.
Old Republic has a long history of paying regular quarterly dividends and in recent years has paid special dividends. Any determination to pay either type of dividend to the Company’s stockholders in the future will be at the discretion of the Board of Directors and will depend on the Company’s results of operations, financial condition, and other factors deemed relevant by the Board of Directors. Old Republic’s ability to pay dividends depends largely on the Company’s subsidiaries’ earnings and operating capital requirements, and is subject to regulatory and other constraints of the subsidiaries, including the effect of any such dividends or distributions on the AM Best rating or other ratings of the insurance subsidiaries. In addition, the Company may choose to retain capital to support growth or further mitigate risk, instead of returning excess capital to its shareholders. As a result, there can be no assurance that Old Republic will be able to maintain paying dividends as it has in the past.
Technology, security breaches or failures, including cybersecurity incidents, and emerging types of artificial intelligence (AI) could disrupt the Company’s operations, result in financial losses, the loss of critical and confidential information, or expose the Company to additional liabilities, which could adversely affect its reputation and results of operations.
The Company depends upon technology-based information systems to conduct business. The Company uses computer systems and other electronic information resources, including both proprietary and third-party technology systems and tools, to process, transmit, receive, and store certain personal, confidential, and proprietary information; to communicate with customers, service providers and other third parties by email and other electronic means; and to perform various business operations, including transferring significant amounts of funds using electronic means.
The Company’s systems and processes and those of the Company's service providers have been, and will likely remain, subject to cyber-attacks and other intrusions. These attacks are occurring with greater frequency and sophistication, and include ransomware and other malware and computer viruses designed to provide attackers with unauthorized access to, or misuse or disruption of, information systems of the Company and its service providers. A future breach of the systems of the Company, or its third-party vendors or service providers, could result in the exposure of information processed by or on behalf of the Company to unauthorized access, misuse or loss, and disrupt the Company’s ability to conduct business operations. During such an event, systems may be inaccessible to employees, service providers, customers, or business partners for an extended period of time, disrupting the ability of the Company to conduct business. These attacks could expose the Company to substantial costs and negative consequences, including the loss of funds, costs of investigation and remediation, lost revenues, reputational damage, and losses related to enforcement actions and litigation.
In addition, the email and computer systems used by the Company, its service providers, and agents for the transfer of funds have been subject to phishing and spoofing attacks designed to fraudulently direct the transfer of funds or information to an attacker. These attacks have been widely reported to involve the use of AI by attackers in order to increase their effectiveness. In some cases, unauthorized access or fraudulent transfers resulting from these attacks have not been immediately detected, thereby potentially increasing the severity of the incident. Funds transferred to a fraudulent recipient are not always recoverable and the Company may be liable for those unrecovered funds. Losses resulting from unrecovered funds could result in a material adverse effect on the Company's financial condition and results of operations.
Old Republic regularly monitors its networks, infrastructure and procedures in an effort to prevent, detect, address, and mitigate these risks. There is no assurance that the Company’s security safeguards will provide fully effective protection from such events. A cyber-attack or incident related to fraudulent transfers of funds or information could have a material adverse effect on the Company’s business, financial condition, and results of operations.
Furthermore, Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as the requirements of various regulatory organizations or exchanges relating to the privacy and security of the information of customers, employees, or others. These requirements, which change frequently, are increasing in complexity and number, and are often inconsistent. The compromise of personal, confidential, or proprietary information could expose the Company to liability from these legal and regulatory requirements, subject it to litigation and investigations, and result in financial and reputational harm, which could have a material adverse effect on the Company’s results of operations.
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The use by businesses, including the Company, of AI and machine learning technologies such as generative AI continues to develop with increasing complexity and changes in the nature of technology. Laws and regulations related to AI are evolving, and there is uncertainty as to potential adoption of new laws and regulations and the application of existing laws and regulations to the use of AI. Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as requirements of various regulatory organizations or exchanges relating to the use of AI. Certain decisions made by Old Republic’s businesses using AI must comply with the legal and regulatory standards that apply to these decisions, including unfair trade practice laws. These standards require, at a minimum, that decisions made by Old Republic’s businesses are not inaccurate, arbitrary, capricious, or unfairly discriminatory. Compliance with these standards is required regardless of the tools and methods Old Republic uses to make such decisions. In the absence of proper controls, AI has the potential to increase the risk of inaccurate, arbitrary, capricious, or unfairly discriminatory outcomes for consumers. The changing legislative and regulatory environment, an inability to develop appropriate governance and controls, or a lack of internal product or engineering expertise could lead to adverse consequences and subject the Company to competitive harm, legal liability, heightened regulatory scrutiny, and brand or reputational harm.
The Company may suffer losses from litigation, which could materially and adversely affect its financial condition and business operations.
Like other large insurance companies, Old Republic continually faces risks associated with litigation of various types, including claims litigation arising in the ordinary course, corporate litigation, and disputes relating to bad faith allegations. Any of this litigation could result in the Company incurring losses in excess of policy limits. The Company typically is a party to a variety of litigation matters throughout the year. Litigation is subject to inherent uncertainties, and if there were an outcome unfavorable to the Company, there exists the possibility of a material adverse impact on its results of operations and financial condition in the period in which the outcome occurs. Even if an unfavorable outcome does not materialize, the Company still may face substantial expense and disruption associated with the litigation.
The Company competes with a large number of companies in the insurance industry for premium revenues.
Each of the Company's lines of continuing insurance business is highly competitive and is likely to remain so for the foreseeable future. The Company faces competition from insurance companies, underwriting agencies and intermediaries, as well as diversified financial services companies that are significantly larger than the Company and that have significantly greater financial, marketing, management, and other resources. The Company may also face competition from new sources of capital such as institutional investors seeking access to the insurance market, sometimes referred to as alternative capital, which may depress pricing or limit the Company’s opportunities to write business. The emergence of Insurtech companies and other companies that may seek to write business without the appropriate regard for risk and profitability may lead to increased competition for premiums. All of these increases in competition threaten to reduce demand for the Company’s insurance products, reduce its market share and growth prospects, and potentially reduce the Company’s premium revenues and profitability.
If the Company’s investments in new operating companies are unsuccessful, the Company’s expectations for top- and bottom-line growth may not be met.
A significant component of the Company’s growth strategy includes the successful investment in new specialized insurance businesses focused on specialty niches. The Company makes upfront investments to build these new ventures and additional expenditures are required to support them as they seek to grow to scale. These new operating companies may not meet the Company's growth and profitability targets, and given the start-up nature of these new businesses, there is a risk that the Company could suffer the loss of all or a significant portion of its capital investments.
In addition, these new businesses are exposed to risks and challenges that could cause the Company's overall growth projections to differ materially from expectations. These risks include, but are not limited to: the loss of one or more key employees, challenges in building new information technology (IT) systems and/or integrating new systems with existing IT systems, and difficulty in underwriting and managing exposures to new products and new markets, which may change the Company’s overall risk exposure. In addition, changing market conditions in these new business lines could also lead to growth and profitability expectations not being met. These challenges could negatively impact the Company's results in the near term, and if the investment in these subsidiaries is not successful, the Company’s results of operations and financial condition could be materially and adversely affected.
If the Company is unable to keep pace with the technological advancements in the insurance industry, its ability to compete effectively could be impaired.
The Company’s operations rely upon complex and expensive IT systems for interacting with policyholders, brokers, and other business partners. The pace at which IT systems must be upgraded is continually increasing, requiring an ongoing commitment of significant resources to maintain or upgrade to current standards. Many of the Company’s operating subsidiaries maintain separate IT systems. The Company will need to continue to develop and maintain IT systems that will allow its insurance subsidiaries to compete effectively. The development of new technologies, including the use of AI to facilitate the development of innovative products, improve consumer interface and service, simplify and automate processes, and promote efficiency and accuracy, may result in the Company being competitively disadvantaged if it is unable to upgrade its systems or deploy AI techniques across all stages of the insurance life cycle, including product development, underwriting and pricing, and claim management, in a timely
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manner. If the Company is unable to keep pace with the advancements being made in technology, the Company’s ability to compete with other insurance companies that have more advanced technological capabilities will be negatively affected. Further, if the Company is unable to effectively update or replace its key legacy IT systems as they become obsolete or as emerging technology renders them competitively inefficient, or is unable to develop appropriate governance and controls regarding the implementation of new IT systems or use of AI technologies, the Company’s competitive position and its cost structure could be adversely affected or subject the Company to legal liability, heightened regulatory scrutiny, and brand or reputational harm.
Old Republic is subject to extensive governmental regulation, and if the Company fails to comply with these regulations, it can be subject to penalties, including fines and suspensions, which may adversely affect the Company’s realization of its business objectives as well as its financial condition, results of operations, and reputation.
Most insurance regulations are designed to protect the interests of policyholders rather than shareholders and other investors. These regulations are generally administered by a department of insurance in each state and territory in which the Company does business, and relate to, among other things, policy forms, premium rates, capital requirements, licensing, investments, policy limits, accounting methods, and reserving.
State insurance departments also conduct periodic examinations of the conduct and affairs of insurance companies and require the filing of annual, quarterly, and other reports relating to financial condition, holding company issues, and other matters. At any given time, governmental agencies are examining or investigating certain of the Company’s operations. These include examinations or investigations of market conduct, competitive practices, and other regulatory compliance matters. Changes in the level of regulation of the insurance industry, or changes in laws or regulations themselves, or interpretations by governmental or regulatory authorities could adversely affect the Company’s ability to operate its business as currently conducted, and adversely affect or inhibit Old Republic’s ability to achieve some or all of its business objectives.
Regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, the Company follows practices based on its interpretations of regulations or practices that it believes may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If the Company does not have the requisite licenses and approvals or does not comply with applicable regulatory requirements, insurance regulatory authorities could initiate investigations or other proceedings, fine the Company, preclude or temporarily suspend the Company from carrying on some or all of its activities, or otherwise penalize the Company. Any of these outcomes could adversely affect the Company’s ability to operate its business.
In addition to regulations specific to the insurance industry, as a public company, Old Republic is also subject to the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange, each of which regulate many areas such as financial and business disclosures, corporate governance, and shareholder matters. Old Republic is also subject to the corporation laws of Delaware, its state of incorporation. At the federal level, among other laws, the Company is subject to the Sarbanes-Oxley Act and the Dodd-Frank Act, each of which regulate corporate governance, executive compensation and other areas, as well as laws relating to federal trade restrictions, privacy/data security, and terrorism risk insurance laws. The Company monitors these laws, regulations, and rules to assess the Company’s compliance and make appropriate changes as necessary. Implementing such changes may require adjustments to the Company’s business methods, increases to its costs, and other changes that could cause the Company to be less competitive in the industry.
Climate change could have a material adverse effect on Old Republic’s business and investments.
Old Republic is primarily involved in the commercial liability, risk management, and title insurance businesses. The Company believes the impact of climate change will not materially affect its Title Insurance business as title insurance does not provide property or liability coverage, but rather protects against defects in title ownership. With regard to its liability insurance business, it is mostly concentrated in workers’ compensation and vehicle liability insurance. The Old Republic property and casualty insurance companies utilize recognized catastrophic modeling resources and reinsurance coverage to mitigate risk. Additionally, its underwriting risk is mostly subjected to re-pricing on an annual basis; therefore, to the extent that climate change may impact the number and severity of losses for Old Republic’s policyholders and clients, that impact would likely be long-term in nature and would be considered in Old Republic’s normal pricing and underwriting process.
As an insurance organization, Old Republic has a large investment portfolio of which a significant portion consists of fixed rate income investments that have an average term to maturity of under five years. While the Company believes its portfolio is well diversified, it has a significant amount invested in electric utilities and in the natural gas exploration and distribution industry. Many of these investments are for relatively short terms and some are for upgrading coal generation power plants to reduce emissions, for building or upgrading clean energy operations, natural gas or nuclear power plants, or for natural gas exploration, as well as other alternative energy initiatives that are pursued individually by these entities.
If climate change has a significant impact on a specific investment or bond issuer, or the economy in general, investment losses or reduction in premium and fee revenue could potentially occur. In that event, Old Republic would address such issues pursuant to sound business and investment practices.
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While Old Republic believes it has taken a reasonable position on the risk of climate change, there can be no assurance that these assumptions or its policies and practices will be sufficient to insulate it from any long-term effects of climate change.
SPECIFIC RISKS RELATING TO SPECIALTY INSURANCE
Catastrophic losses, including those caused by natural disasters such as earthquakes or man-made events such as terrorist attacks, are inherently unpredictable and could cause the Company to suffer material financial losses.
While the Specialty Insurance segment does not have a meaningful exposure to homeowners or private auto coverages, the property, casualty, and liability insurance it underwrites creates exposure to claims arising out of catastrophes. The two principal catastrophe exposures are natural catastrophes and acts of terrorism. As it relates to workers' compensation policies, the exposure is greatest in areas where there are large concentrations of employees of an insured employer or other individuals who could potentially be injured and assert claims against an insured under workers' compensation policies. Collateral damage to property or persons from acts of terrorism and other calamities could also expose general liability policies.
Following the September 11, 2001 terrorist attack, the reinsurance industry eliminated coverage from substantially all reinsurance contracts for claims arising from acts of terrorism. As discussed elsewhere in this report, the U.S. Congress subsequently passed the Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act (TRIPRA) legislation that collectively requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies. Although these programs established a temporary federal reinsurance program through December 31, 2027, primary insurers like the Company’s Specialty Insurance subsidiaries retain significant exposure for terrorist act-related losses.
Additionally, the Company maintains treaty and facultative reinsurance coverage for property and workers' compensation exposures. Pursuant to regulatory requirements, however, primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Therefore, it is possible that in the event of a catastrophe such as an earthquake that could cause massive property damage or lead to the death or injury of a large number of persons concentrated in a single place, the Company could experience significant non-reinsured losses if the losses exceeded its reinsurance coverage, which could materially and adversely affect the Company’s financial condition and results of operations.
If the Company is not able to obtain reinsurance on favorable terms, its business, financial condition, and results of operations could be adversely affected.
Reinsurance is a contractual arrangement whereby one insurer (the reinsurer) assumes some or all of the risk exposure written by another insurer (the reinsured). The Company depends on reinsurance to manage its risks in terms of the amount of coverage it is able to write, the amount it is able to retain for its own account, and the price at which the Company is able to write it. The availability of reinsurance and its price, however, are generally determined in the reinsurance market by conditions beyond the Company’s control.
Because reinsurance does not relieve the Company of its primary liability to insureds in the event of a loss, the ability of reinsurers to honor their counterparty obligations to the Company represents credit risk. The Company attempts to mitigate this risk by limiting reinsurance placements to those reinsurers it considers creditworthy. In recent years, however, there has been an ever decreasing number of acceptable reinsurers. There can be no assurance that the Company will be able to find the desired or even adequate amounts of reinsurance at favorable rates from acceptable reinsurers in the future. If unable to do so, the Company would have greater exposure to catastrophic losses and be forced to reduce the volume of business written or retain increased amounts of liability exposure. In either case, a reduction or other changes in the Company’s reinsurance could adversely affect the Company's business, results of operations, and financial condition.
Losses due to defaults by insureds with which the Company has entered into risk-sharing arrangements could adversely affect its profitability.
A significant amount of Old Republic's liability and workers' compensation business, particularly for large commercial insureds, is written on the basis of risk-sharing underwriting methods. These methods may include the use of large deductibles, captive insurance risk retentions, or other arrangements by which the insureds effectively retain and fund all or a portion of the loss experience. An insured’s financial strength and ability to pay are carefully evaluated as part of the underwriting process and monitored periodically thereafter. In addition, the exposure retained by an insured is estimated and collateralized based on a credit analysis and evaluation. Because the Company is primarily liable for losses incurred under its policies, the failure or inability of insureds to honor their retained liability represents a credit risk. If the Company incorrectly estimates the proper amount of collateral or if there is an impediment to the Company's ability to access that collateral, it could have a material adverse effect on the Specialty Insurance segment’s results of operation and financial condition.
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SPECIFIC RISKS RELATING TO TITLE INSURANCE
The Title Insurance segment’s products and services and claims experience may suffer as a result of deteriorations in the real estate market.
Demand for the products and services provided by the Title Insurance segment is generally dependent on the strength of the real estate market and the frequency of real estate transactions. If real estate market conditions and real estate values decline, the number of real estate transactions may decrease as a result of high or increasing mortgage interest rates and limited or decreasing availability of credit, including commercial and residential mortgage funding. Historically, increasing foreclosure activity has led to an increase in claims. These factors may adversely affect both net premiums and fees earned and profitability in the segment.
A significant portion of the Title Insurance segment’s business is generated by independent title agents. If this segment’s products and services become less attractive to these independent title agents, or if there is a decrease in the amount of title industry business placed by independent title agents, it could have a material adverse impact on this segment.
For the year ended December 31, 2025, approximately $2.2 billion or 78.1% of the Title Insurance segment’s consolidated premium and related fee income was produced by independent title agents. The other three large national title insurers generate a higher percentage of their business through employees or owned insurance agencies. Independent title agents can direct business to any title insurer, whereas owned agencies will typically direct business solely to their parent or affiliated title insurers. If the products and services provided by competitors are more attractive to independent title agents, or if the number of, or amount of business produced by, independent title agents decreases, the segment’s business may be adversely affected.
Because independent title agents issue a significant portion of the Title Insurance segment's policies and operate with substantial independence from the business, the independent operations of these title agents could adversely affect the financial condition and profitability of this segment.
The Title Insurance segment issues a significant portion of its policies through title agents that operate largely independently and without direct supervision. The independent agents typically perform title searches and examinations and make underwriting decisions for which the Title Insurance segment bears the risk. The activities of these independent title agents are governed by contract. While the Title Insurance business has policies to audit and monitor their activities, there is no guarantee that these title agents will fulfill their contractual obligations. For example, an independent agent may issue a policy that is in excess of contractual limits, or the independent title agent may not adhere to required underwriting standards. The Title Insurance segment’s contracts with agents generally limit an agent’s liability for losses. However, under certain circumstances, the segment may be liable to third parties for actions (including defalcations) or omissions of these agents. In certain states, a title insurer may be held liable for the actions or omissions of its agents in those states, including instances in which the insurer has issued a closing protection letter, regardless of contractual limitations imposed on an agent’s actions. A closing protection letter indemnifies the lender and borrower against losses relating to the status of title arising from certain actions of the agent. As a result, the use of independent title agents could result in increased claims and other costs and expenses.
Regulation of title insurance rates could adversely affect the Title Insurance segment.
Title insurance rates are subject to extensive regulation, which varies from state to state. In many states the approval of the applicable state insurance regulator is required prior to implementing a rate change. These regulations could hinder the Title Insurance segment’s ability to promptly adapt to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market.
The Title Insurance segment’s business may be adversely affected by business or regulatory conditions that disproportionately affect Florida.
Florida is the largest source of revenue for the Title Insurance segment. In the aggregate in 2025, Florida accounted for approximately 23% of total segment consolidated premium and related fee income. As a result of the significant income derived from customers in this state, the Title Insurance segment is exposed to adverse business or regulatory conditions that significantly or disproportionally affect Florida. For example, a declining business climate or real estate market that is localized in Florida could have an adverse effect on the segment’s results of operations. Adverse regulatory developments, including reductions in rates or increased regulatory or capital requirements in Florida could similarly adversely affect the segment’s business, financial condition, and results of operations.
A title failure or other claim on a large commercial title policy could adversely affect the Title Insurance segment and the Company.
The Title Insurance segment’s commercial business involves the issuance of title policies on commercial properties. Policies insuring title on large commercial properties (or aggregations of many smaller properties) may have policy exposure extending into the hundreds of millions of dollars. Historically, the segment has not obtained reinsurance on its large commercial policies. Given the large policy limits, a significant loss on one of these policies could have a material adverse effect on the Title Insurance segment and the Company.
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Item 1B - Unresolved Staff Comments
None
Item 1C - Cybersecurity
Old Republic depends upon technology-based information systems to conduct business. The Company uses computer systems and other electronic information resources, including both proprietary and third-party technology systems and tools, to process, transmit, receive, and store certain personal, confidential, and proprietary information; to communicate with customers, service providers, and other third parties by email and other electronic means; and perform various business operations, including transferring significant amounts of funds.
The Company’s systems and processes have been, and will likely remain, subject to cyber threats and cyber-attacks and other intrusions. These threats and attacks are occurring with greater frequency and sophistication, and include ransom attacks, unauthorized access, misuse, denial-of-service attacks, system failures and disruptions. While these cyber threats and attacks have not resulted in a material adverse effect on the Company, a future cyber incident involving breach of the Company’s information systems or the information systems of a third-party vendor or services provider could adversely affect the Company’s business strategy, results of operations, or financial condition by exposing the Company to substantial costs and negative consequences, including the loss of funds, costs of investigation and remediation, lost revenues, and reputational damage.
Old Republic dedicates significant resources across the enterprise to regularly monitor its networks, infrastructure, and procedures in an effort to prevent, detect, address, and mitigate these risks. The Company’s Chief Information Security Officer (CISO) oversees the Company’s enterprise cybersecurity strategy while the Company’s Chief Executive Officer (CEO) retains primary responsibility for managing enterprise-wide risks, including those related to cybersecurity. The Company’s CISO and Deputy CISO both have extensive experience leading large and complex cybersecurity programs. The CISO formerly served as the cybersecurity leader for Old Republic National Title Insurance Group, and designed and assisted in the implementation of the enterprise security program for a state government. The Deputy CISO formerly served as the cybersecurity leader of a publicly traded retail company and has extensive experience in various industries, including financial services.
The Company maintains a cybersecurity program, which is supplemented by the security program of each Old Republic operating company based on its particular risk, applicable insurance industry requirements, and mandates and guidance from the CISO and enterprise-wide security advisory team. These programs encompass asset protection, threat identification, monitoring, timely response procedures, containment and recovery measures, and internal escalation procedures. An enterprise-wide information technology team consisting of a working group of information technology leaders representing all operating companies meets regularly for the review and monitoring of and updates to information security business processes due to significant changes in operating environments, statutory or regulatory changes, or changing or emerging threats. Operating companies are required to report certain cyber incidents based on documented severity classification to the enterprise-wide information technology team. This team consists of key information technology personnel, including the CISO and the Chief Information Officer (CIO). They are responsible for overseeing incident response and escalation to the Company’s General Counsel and Chief Financial Officer (CFO) when necessary. As part of the Company’s overall risk management strategy, the General Counsel, CFO, and CIO, in consultation with the CEO, navigate escalated incidents for law enforcement and other external engagements, and assess the impact and materiality of such incidents on the Company’s enterprise-wide business.
While exact practices vary depending on each operating company's particular business and risk, risk assessments performed at the enterprise and subsidiary levels generally incorporate threat and vulnerability analyses and consider mitigations provided by in-place security controls. These assessments are intended to identify and assess internal and external cybersecurity risks that may threaten the security or integrity of the Company's information systems and nonpublic information processed on the Company’s information systems. Administrative, technical, and physical safeguards are implemented to protect the Company’s information systems from unauthorized access, use, or disruption.
When engaging third-party service providers (or vendors), operating companies are directed to use cybersecurity screening and risk assessment measures and to include appropriate data and system security, data privacy, and use of AI terms and conditions in vendor agreements, including, as necessary for certain vendors, a duty to report certain security incidents to the Company’s information technology team. Third-party engagement procedures generally include (1) the identification and risk assessment of third-party service providers; (2) minimum cybersecurity practices required to be met by such third-party service providers in order for them to do business with the Company; (3) due diligence processes used to evaluate the adequacy of cybersecurity practices of such third-party service providers; and (4) periodic assessment of such third-party service providers based on the risk they present and the continued adequacy of their cybersecurity practices.
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Old Republic offers and requires security awareness and training initiatives for the holding company and each operating company to inform associates about the current cybersecurity threat environment, applicable cybersecurity requirements, and the role of each associate in cybersecurity risk mitigation.
Item 2 - Properties
The principal executive offices of the Company are located in the Company-owned Old Republic Building in Chicago, Illinois. Certain smaller buildings are owned by Old Republic and its subsidiaries in various parts of the nation and are primarily used for its business. Other operations of the Company and its subsidiaries are directed from leased premises. See Note 14 in the Notes to Consolidated Financial Statements for a summary of all material lease obligations.
Item 3 - Legal Proceedings
Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. At December 31, 2025, the Company had no material non-claim litigation exposures in its consolidated business.
Item 4 - Mine Safety Disclosures
Not applicable.
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PART II
Item 5 - Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
The Company's common stock is traded on the New York Stock Exchange under the symbol "ORI." As of January 31, 2026, there were 1,832 registered holders of the Company's common stock.
Comparative Five-Year Performance Graphs for Common Stock
The following graph shows a five-year comparison of the cumulative total shareholder return for the Company's common stock and the common stock of companies included in the S&P 500 Index, of which the Company is a constituent and believes is the most appropriate comparative index, as well as a selected peer group as further discussed below. This illustration depicts $100 invested on December 31, 2020, in stock or index, including reinvestment of dividends on a pretax basis, with the years shown representing each respective fiscal year ending December 31. The information utilized to prepare the following table has been obtained from sources believed to be reliable, but no representation is made that it is accurate or complete in all respects.
Comparison of Five-Year Total Shareholder Return
OLD REPUBLIC INTERNATIONAL CORPORATION vs. S&P 500 vs. Peer Group
(For the five years ended December 31, 2025)
| Dec. 2020 | Dec. 2021 | Dec. 2022 | Dec. 2023 | Dec. 2024 | Dec. 2025 | ||||||||||||||||||||||||||||||
| ORI | $ | 100.00 | $ | 144.92 | $ | 154.60 | $ | 195.28 | $ | 248.20 | $ | 341.28 | |||||||||||||||||||||||
| S&P 500 | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 | |||||||||||||||||||||||||||||
| Peer Group | $ | 100.00 | $ | 134.54 | $ | 149.11 | $ | 159.25 | $ | 197.03 | $ | 230.79 | |||||||||||||||||||||||
The Peer Group has been approved by the Compensation Committee of the Company's Board of Directors and consists of the following publicly held corporations with which the Company competes in various regards: American Financial Group, Inc., American International Group, Inc., W.R. Berkley Corporation, Chubb Limited, Cincinnati Financial Corporation, CNA Financial Corporation, Fidelity National Financial, Inc., First American Financial Corporation, The Hartford Insurance Group, Inc., Stewart Information Services Corporation, and The Travelers Companies, Inc.
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Purchase of Equity Securities
The following table summarizes share repurchase activity for the three months ended December 31, 2025:
| Period | Total Number of Shares Purchased (a) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plan | Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan | ||||||||||||||||||||||
October 1 - October 31, 2025 | 225,700 | $ | 39.14 | 225,700 | $ | 903.5 | ||||||||||||||||||||
November 1 - November 30, 2025 | 643,684 | 42.32 | 643,684 | 876.0 | ||||||||||||||||||||||
December 1 - December 31, 2025 | 428,614 | 44.59 | 428,614 | 856.7 | ||||||||||||||||||||||
| Total | 1,297,998 | $ | 42.51 | 1,297,998 | $ | 856.7 | ||||||||||||||||||||
__________
(a) On March 1, 2024, the Company announced a share repurchase program authorizing the repurchase of up to $1.1 billion in shares of the Company's common stock (the 2024 authorization). On August 19, 2025, the Company announced a share repurchase program authorizing the repurchase of up to an additional $750.0 million in shares of the Company's common stock, which will commence immediately following the completion of the 2024 authorization. Following the close of the year and through February 19, 2026, the Company repurchased 1.6 million additional shares for $66.6 million (average price of $40.13), resulting in a cumulative $790.0 million remaining under the current authorizations. The repurchase programs are intended to comply with Rule 10b-18 and have no expiration date, do not require the purchase of any minimum number of shares, and can be suspended, modified, or discontinued at any time without prior notice.
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Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
($ in Millions, Except Share Data)
| OVERVIEW | ||
This management discussion and analysis of financial condition and results of operations pertains to the consolidated accounts of Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation (collectively, "Old Republic", "ORI", or "the Company"). The Company conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. The Republic Financial Indemnity Group (RFIG) Run-off business through the effective date of its sale of May 31, 2024 and a small life and accident insurance business, together accounting for 0.1% of consolidated operating revenues for the year ended December 31, 2025, and 0.3% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.
The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). As a publicly held company, Old Republic utilizes GAAP to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). The FASB and the SEC periodically issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.
As a state regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices generally reflect greater conservatism and comparability among insurers and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of federal income taxes payable currently among ORI's tax-consolidated entities, and the upstreaming of dividends and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements.
The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation.
In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend-paying, publicly traded, large capitalization, highly liquid equity securities.
In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.
This management discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.
This section of this Form 10-K generally includes data for 2025, 2024, and 2023 annual periods along with a discussion primarily focused on year-to-year comparisons between 2025 and 2024. Detailed discussions of year-to-year comparisons between 2024 and 2023 can be found in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, incorporated herein by reference.
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| EXECUTIVE SUMMARY | ||
Old Republic reported the following consolidated results for the year ended December 31, 2025:
•Net income of $935.4, compared to $852.7 last year.
•Net income excluding investment gains (losses) (net operating income) of $792.5, compared to $797.0 last year.
•Net operating income per diluted share of $3.15, compared to $3.03 last year.
•Consolidated net premiums and fees earned of nearly $8.1 billion, an increase of 10.1% over last year.
•Net investment income of $708.7, an increase of 5.3% over last year.
•Consolidated combined ratio of 94.7%, compared to 93.9% last year.
•Favorable loss reserve development of 2.4 points, compared to 2.2 points last year.
•Book value per share of $24.21, inclusive of cash dividends declared, up 22.0% since year-end 2024.
•Operating return on beginning of year equity of 14.1%.
•Total capital returned to shareholders of $1,022.
OVERALL RESULTS ATTRIBUTABLE TO SHAREHOLDERS | |||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||||||||
| Net income | $ | 935.4 | $ | 852.7 | $ | 598.6 | |||||||||||||||||
| Net of tax investment gains (losses) | 142.8 | 55.7 | (150.8) | ||||||||||||||||||||
| Net income excluding investment gains (losses) | $ | 792.5 | $ | 797.0 | $ | 749.5 | |||||||||||||||||
| Combined ratio | 94.7 | % | 93.9 | % | 92.6 | % | |||||||||||||||||
PER DILUTED SHARE ATTRIBUTABLE TO SHAREHOLDERS | |||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||||||||
| Net income | $ | 3.72 | $ | 3.24 | $ | 2.10 | |||||||||||||||||
| Net of tax investment gains (losses) | 0.57 | 0.21 | (0.53) | ||||||||||||||||||||
| Net income excluding investment gains (losses) | $ | 3.15 | $ | 3.03 | $ | 2.63 | |||||||||||||||||
| SHAREHOLDERS' EQUITY (BOOK VALUE) | |||||||||||||||||||||||
| December 31: | 2025 | 2024 | |||||||||||||||||||||
| Total | $ | 5,914.0 | $ | 5,618.9 | |||||||||||||||||||
| Per common share | $ | 24.21 | $ | 22.84 | |||||||||||||||||||
24
Old Republic's business is managed for the long run. In this context, management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the Company's obligations. Although Generally Accepted Accounting Principles (GAAP) uses net income as the measure of total profitability, management uses net income excluding net investment gains (losses) (net operating income), a non-GAAP financial measure, in its evaluation of periodic and long-term results.
In management's opinion, excluding investment gains (losses) from income provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations that are unrelated to the insurance operations. Net operating income, however, does not replace GAAP net income as a measure of total profitability.
| FINANCIAL HIGHLIGHTS | |||||||||||||||||||||||||||||
| % Change | |||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||||||||||||
| SUMMARY INCOME STATEMENTS: | |||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||
| Net premiums and fees earned | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | 10.1 | % | 9.0 | % | |||||||||||||||||||
| Net investment income | 708.7 | 673.1 | 578.3 | 5.3 | 16.4 | ||||||||||||||||||||||||
| Other income | 194.9 | 177.6 | 163.1 | 9.8 | 8.9 | ||||||||||||||||||||||||
| Total operating revenues | 8,956.6 | 8,161.6 | 7,449.3 | 9.7 | 9.6 | ||||||||||||||||||||||||
| Net investment gains (losses): | |||||||||||||||||||||||||||||
Realized from actual transactions and impairments | 202.0 | 94.3 | (21.4) | ||||||||||||||||||||||||||
| Realized from sale of mortgage insurance business | — | (5.4) | (45.6) | ||||||||||||||||||||||||||
| Unrealized from changes in fair value of equity securities | (22.3) | (18.9) | (123.9) | ||||||||||||||||||||||||||
| Total net investment gains (losses) | 179.7 | 69.9 | (190.9) | ||||||||||||||||||||||||||
| Total revenues | 9,136.3 | 8,231.5 | 7,258.3 | ||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | 3,377.3 | 3,048.0 | 2,596.6 | 10.8 | 17.4 | ||||||||||||||||||||||||
| Underwriting, acquisition, and other expenses | 4,504.5 | 4,036.4 | 3,843.6 | 11.6 | 5.0 | ||||||||||||||||||||||||
| Interest and other expenses | 70.3 | 77.3 | 70.5 | (9.0) | 9.6 | ||||||||||||||||||||||||
| Total expenses | 7,952.3 | 7,161.7 | 6,510.8 | 11.0 | % | 10.0 | % | ||||||||||||||||||||||
| Pretax income | 1,184.0 | 1,069.7 | 747.4 | ||||||||||||||||||||||||||
| Income taxes | 242.1 | 216.9 | 148.7 | ||||||||||||||||||||||||||
| Total net income | 941.9 | 852.7 | 598.6 | ||||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | 6.5 | — | — | ||||||||||||||||||||||||||
| Net income attributable to shareholders | $ | 935.4 | $ | 852.7 | $ | 598.6 | |||||||||||||||||||||||
| COMMON STOCK STATISTICS: | |||||||||||||||||||||||||||||
| Components of net income per share: | |||||||||||||||||||||||||||||
Basic net income excluding investment gains (losses) | $ | 3.23 | $ | 3.09 | $ | 2.65 | 4.5 | % | 16.6 | % | |||||||||||||||||||
| Net investment gains (losses): | |||||||||||||||||||||||||||||
| Realized investment gains (losses) | 0.65 | 0.27 | (0.19) | ||||||||||||||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.06) | (0.06) | (0.34) | ||||||||||||||||||||||||||
| Basic net income | $ | 3.82 | $ | 3.30 | $ | 2.12 | |||||||||||||||||||||||
| Diluted net income excluding investment gains (losses) | $ | 3.15 | $ | 3.03 | $ | 2.63 | 4.0 | % | 15.2 | % | |||||||||||||||||||
| Net investment gains (losses): | |||||||||||||||||||||||||||||
| Realized investment gains (losses) | 0.63 | 0.27 | (0.19) | ||||||||||||||||||||||||||
| Unrealized from changes in fair value of equity securities | (0.06) | (0.06) | (0.34) | ||||||||||||||||||||||||||
| Diluted net income | $ | 3.72 | $ | 3.24 | $ | 2.10 | |||||||||||||||||||||||
| Cash dividends declared on common stock | $ | 3.66 | $ | 3.06 | $ | 0.98 | 19.6 | % | 212.2 | % | |||||||||||||||||||
25
The information presented in the following table highlights the most meaningful indicators of Old Republic's segmented and consolidated financial performance. The information underscores the Company's performance, as well as the sound investment of its capital and underwriting cash flows.
| Sources of Consolidated Income | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||||||||||||||||||
| Net premiums and fees earned: | |||||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | 5,184.8 | $ | 4,677.0 | $ | 4,119.2 | 10.9 | % | 13.5 | % | |||||||||||||||||||||||||
| Title Insurance | 2,858.6 | 2,619.1 | 2,562.8 | 9.1 | 2.2 | ||||||||||||||||||||||||||||||
| Corporate & Other | 9.4 | 14.6 | 25.6 | (35.6) | (42.8) | ||||||||||||||||||||||||||||||
| Consolidated | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | 10.1 | % | 9.0 | % | |||||||||||||||||||||||||
| Underwriting income (loss): (a) | |||||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | 352.6 | $ | 364.0 | $ | 406.0 | (3.2) | % | (10.3) | % | |||||||||||||||||||||||||
| Title Insurance | 69.9 | 79.7 | 75.4 | (12.3) | 5.7 | ||||||||||||||||||||||||||||||
| Corporate & Other | (56.5) | (39.8) | (50.8) | (42.1) | 21.8 | ||||||||||||||||||||||||||||||
| Consolidated | $ | 365.9 | $ | 404.0 | $ | 430.6 | (9.4) | % | (6.2) | % | |||||||||||||||||||||||||
| Consolidated combined ratio: | |||||||||||||||||||||||||||||||||||
| Loss ratio: | |||||||||||||||||||||||||||||||||||
| Current year | 44.3 | % | 43.9 | % | 43.3 | % | |||||||||||||||||||||||||||||
| Prior years | (2.4) | (2.2) | (4.6) | ||||||||||||||||||||||||||||||||
| Total | 41.9 | 41.7 | 38.7 | ||||||||||||||||||||||||||||||||
| Expense ratio | 52.8 | 52.2 | 53.9 | ||||||||||||||||||||||||||||||||
| Combined ratio | 94.7 | % | 93.9 | % | 92.6 | % | |||||||||||||||||||||||||||||
| Net investment income: | |||||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | 611.7 | $ | 546.5 | $ | 462.7 | 11.9 | % | 18.1 | % | |||||||||||||||||||||||||
| Title Insurance | 69.6 | 63.2 | 57.0 | 10.2 | 10.8 | ||||||||||||||||||||||||||||||
| Corporate & Other | 27.3 | 63.3 | 58.5 | (56.9) | 8.2 | ||||||||||||||||||||||||||||||
| Consolidated | $ | 708.7 | $ | 673.1 | $ | 578.3 | 5.3 | % | 16.4 | % | |||||||||||||||||||||||||
Interest and other expenses (income): | |||||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | 64.3 | $ | 62.3 | $ | 80.9 | |||||||||||||||||||||||||||||
| Title Insurance | (0.3) | (1.1) | (1.0) | ||||||||||||||||||||||||||||||||
| Corporate & Other (b) | 6.3 | 16.1 | (9.3) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 70.3 | $ | 77.3 | $ | 70.5 | (9.0) | % | 9.6 | % | |||||||||||||||||||||||||
| Pretax income excluding investment gains (losses): | |||||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | 900.0 | $ | 848.3 | $ | 787.8 | 6.1 | % | 7.7 | % | |||||||||||||||||||||||||
| Title Insurance | 139.9 | 144.1 | 133.5 | (2.9) | 7.9 | ||||||||||||||||||||||||||||||
| Corporate & Other | (35.6) | 7.3 | 16.9 | N/M | (56.5) | ||||||||||||||||||||||||||||||
| Consolidated | 1,004.3 | 999.8 | 938.4 | 0.5 | % | 6.5 | % | ||||||||||||||||||||||||||||
| Income taxes | 205.2 | 202.7 | 188.8 | ||||||||||||||||||||||||||||||||
Net income excluding investment gains (losses) | 799.1 | 797.0 | 749.5 | 0.3 | % | 6.3 | % | ||||||||||||||||||||||||||||
| Consolidated pretax investment gains (losses): | |||||||||||||||||||||||||||||||||||
| Realized from actual transactions and impairments | 202.0 | 94.3 | (21.4) | ||||||||||||||||||||||||||||||||
Realized from sale of mortgage insurance business | — | (5.4) | (45.6) | ||||||||||||||||||||||||||||||||
| Unrealized from changes in fair value of equity securities | (22.3) | (18.9) | (123.9) | ||||||||||||||||||||||||||||||||
| Total | 179.7 | 69.9 | (190.9) | ||||||||||||||||||||||||||||||||
| Income taxes (credits) | 36.8 | 14.2 | (40.0) | ||||||||||||||||||||||||||||||||
Net of tax investment gains (losses) | 142.8 | 55.7 | (150.8) | ||||||||||||||||||||||||||||||||
Total net income | 941.9 | 852.7 | 598.6 | ||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling interests | 6.5 | — | — | ||||||||||||||||||||||||||||||||
Net income attributable to shareholders | $ | 935.4 | $ | 852.7 | $ | 598.6 | |||||||||||||||||||||||||||||
(a) Includes related services.
(b) Includes consolidation/elimination entries.
26
| Specialty Insurance Segment Operating Results | ||
| % Change | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
| Net premiums written | $ | 5,430.1 | $ | 5,030.5 | $ | 4,356.3 | 7.9 | % | 15.5 | % | |||||||||||||||||||||||||
| Net premiums earned | 5,184.8 | 4,677.0 | 4,119.2 | 10.9 | 13.5 | ||||||||||||||||||||||||||||||
| Other income | 194.4 | 177.0 | 162.2 | 9.8 | 9.1 | ||||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | 3,311.9 | 2,999.1 | 2,553.3 | 10.4 | 17.5 | ||||||||||||||||||||||||||||||
| Underwriting, acquisition, and other expenses | 1,714.7 | 1,490.8 | 1,322.2 | 15.0 | 12.7 | ||||||||||||||||||||||||||||||
Segment underwriting income | 352.6 | 364.0 | 406.0 | (3.2) | (10.3) | ||||||||||||||||||||||||||||||
| Add: Net investment income | 611.7 | 546.5 | 462.7 | 11.9 | 18.1 | ||||||||||||||||||||||||||||||
| Less: Interest and other charges | 64.3 | 62.3 | 80.9 | 3.2 | (22.9) | ||||||||||||||||||||||||||||||
| Segment pretax operating income | $ | 900.0 | $ | 848.3 | $ | 787.8 | 6.1 | % | 7.7 | % | |||||||||||||||||||||||||
| Loss ratio: | |||||||||||||||||||||||||||||||||||
| Current year | 66.8 | % | 66.4 | % | 67.7 | % | |||||||||||||||||||||||||||||
| Prior years | (2.9) | (2.3) | (5.7) | ||||||||||||||||||||||||||||||||
| Total | 63.9 | 64.1 | 62.0 | ||||||||||||||||||||||||||||||||
| Expense ratio | 29.3 | 28.1 | 28.2 | ||||||||||||||||||||||||||||||||
| Combined ratio | 93.2 | % | 92.2 | % | 90.2 | % | |||||||||||||||||||||||||||||
Specialty Insurance net premiums earned increased 10.9% in 2025, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including an increasing contribution from new operating companies. Premium growth was most pronounced within commercial auto, general liability, property, and accident & health coverages while Canadian premiums (travel accident and trucking) declined. Commercial auto rate increases accelerated, and general liability continued to achieve significant rate increases.
The net investment income increase was driven by higher investment yields earned, along with contributions from a higher invested asset base.
Overall, the 2025 Specialty Insurance loss ratio reflects a slightly higher current year loss ratio along with a higher level of favorable prior year loss reserve development. While strong favorable prior year development was recognized in commercial auto, the fourth quarter included a current accident year loss provision resulting primarily from higher loss trends detected within the liability portion of long-haul trucking case reserves not yet fully evidenced in paid claim data. Accordingly, the commercial auto initial 2025 accident year loss ratio that was recorded for the first nine months of 2025 was increased by approximately 3 percentage points.
Favorable prior year development came predominately from workers' compensation, commercial auto, and property. Strong favorable development within workers' compensation included an offset of $17.6 to increase prior year reserves related to an isolated credit loss on a large-deductible program in which recent elevated claim activity resulted in a collateral deficiency.
The expense ratio for 2025 was elevated but within expectations given the start-up costs of new operating companies and continued investments in personnel and information technology.
Together, these factors produced a profitable combined ratio and strong pretax operating income for 2025. For Specialty Insurance, combined ratios between 90% and 95% are targeted over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly with long-tailed lines of coverage claim payment patterns.
27
| Title Insurance Segment Operating Results | ||
| % Change | ||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | |||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||
Net premiums earned | $ | 2,594.4 | $ | 2,334.6 | $ | 2,300.9 | 11.1 | % | 1.5 | % | ||||||||||||||||||||||
Title, escrow, and other fees | 264.1 | 284.4 | 261.8 | (7.1) | 8.6 | |||||||||||||||||||||||||||
| Net premiums and fees earned | 2,858.6 | 2,619.1 | 2,562.8 | 9.1 | 2.2 | |||||||||||||||||||||||||||
| Other income | 0.6 | 0.6 | 0.7 | (3.1) | (18.1) | |||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | 62.2 | 46.1 | 48.7 | 35.0 | (5.4) | |||||||||||||||||||||||||||
Underwriting, acquisition, and other expenses | 2,727.0 | 2,493.8 | 2,439.3 | 9.3 | 2.2 | |||||||||||||||||||||||||||
| Segment underwriting income | 69.9 | 79.7 | 75.4 | (12.3) | 5.7 | |||||||||||||||||||||||||||
| Add: Net investment income | 69.6 | 63.2 | 57.0 | 10.2 | 10.8 | |||||||||||||||||||||||||||
| Less: Interest and other charges | (0.3) | (1.1) | (1.0) | 72.7 | (11.3) | |||||||||||||||||||||||||||
| Segment pretax operating income | $ | 139.9 | $ | 144.1 | $ | 133.5 | (2.9) | % | 7.9 | % | ||||||||||||||||||||||
| Loss ratio: | ||||||||||||||||||||||||||||||||
| Current year | 3.4 | % | 3.4 | % | 3.7 | % | ||||||||||||||||||||||||||
| Prior years | (1.2) | (1.6) | (1.8) | |||||||||||||||||||||||||||||
| Total | 2.2 | 1.8 | 1.9 | |||||||||||||||||||||||||||||
| Expense ratio | 95.4 | 95.2 | 95.2 | |||||||||||||||||||||||||||||
| Combined ratio | 97.6 | % | 97.0 | % | 97.1 | % | ||||||||||||||||||||||||||
Title Insurance net premiums and fees earned increased 9.1% in 2025. Both agency and directly produced premiums experienced double digit growth, driven by lower interest rates and strong commercial business production. Commercial premiums represented 26% of net premiums earned in 2025 compared to nearly 22% of net premiums earned in 2024. Title, escrow, and other fees declined in 2025 as a result of the sale of certain technology platforms earlier in the year, partially offset by growth in escrow and closing service fees.
Net investment income increased primarily due to higher investment yields earned.
The Title Insurance loss ratios for 2025 reflect lower levels of favorable prior year loss reserve development and relatively consistent current year losses. The 2025 expense ratio benefited from continued expense management, partially offset by higher agent commissions consistent with the higher level of agency business compared to the direct operation. In addition, the 2025 expense ratio includes approximately $15 (0.5 points) in litigation settlement expenses.
Together, these factors produced slightly lower pretax operating income for 2025. For Title Insurance, combined ratios between 90% to 95% are targeted over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range.
28
| Corporate & Other Operating Results | ||
| % Change | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||||||||||||||||||
| Net premiums earned | $ | 9.4 | $ | 14.6 | $ | 25.6 | (35.6) | % | (42.8) | % | |||||||||||||||||||||||||
| Net investment income (a) | 27.3 | 63.3 | 58.5 | (56.9) | 8.2 | ||||||||||||||||||||||||||||||
| Operating revenues | 36.7 | 77.9 | 84.2 | (52.9) | (7.5) | ||||||||||||||||||||||||||||||
| Operating expenses | 72.3 | 70.5 | 67.3 | 2.5 | % | 4.8 | |||||||||||||||||||||||||||||
Corporate & Other pretax operating income (loss) | $ | (35.6) | $ | 7.3 | $ | 16.9 | N/M | (56.5) | % | ||||||||||||||||||||||||||
__________
(a) Net of elimination entries.
Corporate & Other includes a small life and accident insurance business, the RFIG Run-off business through the effective date of its sale of May 31, 2024, the parent holding company, and several internal corporate services subsidiaries. Corporate & Other tends to produce highly variable results stemming from volatility inherent in the lack of scale. Net investment income for 2025 was significantly impacted by a lower invested asset base due to the return of capital to shareholders including the January 2025 special cash dividend payment, the repayment of $400 of Senior Notes which matured in October 2024, and the sale of the RFIG Run-off business. Operating expenses for 2025 reflect higher personnel costs while full year 2024 expenses reflect additional interest costs associated with debt issued on March 31, 2024 to refinance the Senior Notes which matured in October 2024.
Investments | ||
As of December 31, 2025, the consolidated investment portfolio reflected an allocation of approximately 85% to fixed income securities (bonds and notes) and short-term investments, and 15% to equity securities (common and preferred stocks). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits amongst the insurance subsidiaries. The fixed income portfolio continues to be the anchor for obligations to policyholders. The maturities of the fixed income securities are generally matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The equity portfolio consists primarily of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.
Old Republic’s investment portfolio is focused on ensuring liquidity for obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counterparty risk attributes. Old Republic performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the Company's financial strength.
29
Shareholders' Equity Per Share | ||
Changes in shareholders' equity per share are reflected in the following table. These changes resulted mostly from net operating income, realized and unrealized investment gains (losses), and dividends to shareholders declared during the year.
| Shareholders' Equity Per Share | |||||||||||||||||
| December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Beginning balance | $ | 22.84 | $ | 23.31 | $ | 21.07 | |||||||||||
| Changes in shareholders' equity: | |||||||||||||||||
| Net income excluding net investment gains (losses) | 3.23 | 3.09 | 2.65 | ||||||||||||||
| Net of tax realized investment gains (losses) | 0.65 | 0.27 | (0.19) | ||||||||||||||
| Net of tax unrealized investment gains (losses): | |||||||||||||||||
| Fixed income securities | 1.02 | 0.12 | 1.31 | ||||||||||||||
| Equity securities | (0.06) | (0.06) | (0.34) | ||||||||||||||
| Total net of tax realized and unrealized | |||||||||||||||||
| investment gains (losses) | 1.61 | 0.33 | 0.78 | ||||||||||||||
| Cash dividends | (3.66) | (3.06) | (0.98) | ||||||||||||||
Other - net | 0.19 | (0.83) | (0.21) | ||||||||||||||
| Net change | 1.37 | (0.47) | 2.24 | ||||||||||||||
| Ending balance | $ | 24.21 | $ | 22.84 | $ | 23.31 | |||||||||||
| Percentage change for the period | 6.0 | % | (2.0) | % | 10.6 | % | |||||||||||
Percentage change for the period, inclusive of cash dividends | 22.0 | % | 11.1 | % | 15.3 | % | |||||||||||
Total capital returned to shareholders during 2025 was $1,022, comprised of $897 in dividends, and $125 in share repurchases. Changes in shareholders' equity per share for 2025 and 2024 include the impact of special cash dividends of $2.50 per share in December 2025 (paid on January 14, 2026) and $2.00 per share in December 2024 (paid on January 15, 2025).
30
DETAILED MANAGEMENT DISCUSSION AND ANALYSIS | ||
This section of Management's Discussion and Analysis of Financial Condition and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.
| RESULTS OF OPERATIONS | ||
| Consolidated Overview | ||
| Premiums & Fees | ||
The major sources of Old Republic's consolidated net earned premiums and fees for the periods shown were as follows:
Net Earned Premiums and Fees | ||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Specialty Insurance | $ | 5,184.8 | $ | 4,677.0 | $ | 4,119.2 | ||||||||||||||
Title Insurance | 2,858.6 | 2,619.1 | 2,562.8 | |||||||||||||||||
Corporate & Other | 9.4 | 14.6 | 25.6 | |||||||||||||||||
Total | $ | 8,052.9 | $ | 7,310.8 | $ | 6,707.7 | ||||||||||||||
Percentage change from prior period | 10.1 | % | 9.0 | % | (12.6) | % | ||||||||||||||
Consolidated net premiums and fees earned increased 10.1% for 2025 compared to 2024, resulting from strong growth in both Specialty Insurance and Title Insurance.
| Net Investment Income | ||
The following tables reflect the invested asset bases as of the indicated dates, the investment income earned, and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets.
Invested Assets at Book Value | Fair Value Adjust- ment | Invested Assets at Fair Value | |||||||||||||||||||||||||||||||||
| Specialty Insurance | Title Insurance | Corporate & Other | Total | ||||||||||||||||||||||||||||||||
| As of December 31: | |||||||||||||||||||||||||||||||||||
| 2024 | $ | 12,489.8 | $ | 1,334.2 | $ | 1,211.1 | $ | 15,035.1 | $ | 1,043.8 | $ | 16,079.0 | |||||||||||||||||||||||
| 2025 | $ | 13,125.6 | $ | 1,338.6 | $ | 1,033.7 | $ | 15,498.0 | $ | 1,341.0 | $ | 16,839.0 | |||||||||||||||||||||||
| Net Investment Income | Yield at | ||||||||||||||||||||||||||||||||||
| Specialty Insurance | Title Insurance | Corporate & Other | Total | Book Value | Fair Value | ||||||||||||||||||||||||||||||
| Years Ended | |||||||||||||||||||||||||||||||||||
| December 31: | |||||||||||||||||||||||||||||||||||
| 2023 | $ | 462.7 | $ | 57.0 | $ | 58.5 | $ | 578.3 | 3.82 | % | 3.62 | % | |||||||||||||||||||||||
| 2024 | 546.5 | 63.2 | 63.3 | 673.1 | 4.47 | 4.18 | |||||||||||||||||||||||||||||
| 2025 | $ | 611.7 | $ | 69.6 | $ | 27.3 | $ | 708.7 | 4.64 | % | 4.31 | % | |||||||||||||||||||||||
Net investment income increased 5.3% in 2025 compared to 2024, driven by higher investment yields. During 2025, the Company reinvested in corporate fixed income securities with an average yield of 4.9% compared to an average book yield on disposals of 3.9%. The total fixed income portfolio book yield ended 2025 at 4.75% compared to 4.52% at the end of 2024.
| Loss and Loss Adjustment Expenses | ||
Total loss costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years' claim occurrences at each balance sheet date.
The following table shows a breakdown of gross and net of reinsurance loss reserve estimates for major types of insurance coverages as of December 31, 2025 and 2024:
31
| Loss and Loss Adjustment Expense Reserves | |||||||||||||||||||||||||||||||||||
| December 31: | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| Gross | Net | Gross | Net | ||||||||||||||||||||||||||||||||
| Workers' compensation | $ | 4,698.7 | $ | 2,642.8 | $ | 4,653.0 | $ | 2,604.5 | |||||||||||||||||||||||||||
| Commercial auto | 4,768.9 | 2,205.2 | 4,288.6 | 1,993.2 | |||||||||||||||||||||||||||||||
| General liability | 2,045.4 | 915.8 | 1,763.5 | 817.0 | |||||||||||||||||||||||||||||||
Financial indemnity | 979.9 | 735.0 | 926.6 | 715.2 | |||||||||||||||||||||||||||||||
| Other coverages | 1,405.7 | 1,002.9 | 1,206.1 | 903.2 | |||||||||||||||||||||||||||||||
| Unallocated loss adjustment expense reserves | 324.6 | 324.6 | 308.1 | 308.1 | |||||||||||||||||||||||||||||||
| Total Specialty Insurance reserves | 14,223.5 | 7,826.6 | 13,146.2 | 7,341.5 | |||||||||||||||||||||||||||||||
Title Insurance | 545.7 | 545.7 | 572.7 | 572.7 | |||||||||||||||||||||||||||||||
| Life and accident | 6.4 | 4.1 | 8.8 | 6.4 | |||||||||||||||||||||||||||||||
| Total loss and loss adjustment expense reserves | $ | 14,775.7 | $ | 8,376.5 | $ | 13,727.7 | $ | 7,920.6 | |||||||||||||||||||||||||||
| Asbestosis and environmental loss reserves included | |||||||||||||||||||||||||||||||||||
| in the above Specialty Insurance reserves: | |||||||||||||||||||||||||||||||||||
| Amount | $ | 162.7 | $ | 101.3 | $ | 167.6 | $ | 106.5 | |||||||||||||||||||||||||||
| % of total Specialty Insurance reserves | 1.1 | % | 1.3 | % | 1.3 | % | 1.5 | % | |||||||||||||||||||||||||||
A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 5 in the Notes to Consolidated Financial Statements.
Net loss and loss adjustment expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Specialty Insurance | 63.9 | % | 64.1 | % | 62.0 | % | ||||||||||||||
Title Insurance | 2.2 | 1.8 | 1.9 | |||||||||||||||||
| Consolidated loss ratio | 41.9 | % | 41.7 | % | 38.7 | % | ||||||||||||||
| Reconciliation of consolidated loss ratio: | ||||||||||||||||||||
Current year | 44.3 | % | 43.9 | % | 43.3 | % | ||||||||||||||
Prior year net favorable development | (2.4) | (2.2) | (4.6) | |||||||||||||||||
| Consolidated loss ratio | 41.9 | % | 41.7 | % | 38.7 | % | ||||||||||||||
Changes to the consolidated loss ratios tend to be driven by mix changes between Specialty Insurance (with loss ratios in the mid- to low-60% range) and Title Insurance (with loss ratios in the 2% range). In 2025, the consolidated loss ratio included an amount of favorable development that is consistent with 2024 and falls within the range of management's expectation.
Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial condition, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.
| Underwriting Acquisition and Other Expenses | ||
Expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Specialty Insurance | 29.3 | % | 28.1 | % | 28.2 | % | ||||||||||||||
Title Insurance | 95.4 | 95.2 | 95.2 | |||||||||||||||||
Consolidated | 52.8 | % | 52.2 | % | 53.9 | % | ||||||||||||||
32
Changes to the consolidated expense ratios tend to be driven by mix changes between Specialty Insurance (with expense ratios in 30% range) and Title Insurance (with expense ratios in low- to mid-90% range). Variations in the Company's consolidated expense ratios also reflect a continually changing mix of coverages sold and costs of producing business within the segments. To a significant degree, expense ratios for both the Specialty and Title Insurance segments are reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income and can fluctuate with line of coverage mix. General operating expenses are routinely subject to timing as well as investments in business expansion and information technology. The 2025 consolidated expense ratio is elevated but within expectations given the start-up costs of new operating companies within Specialty Insurance and continued investments in personnel and information technology.
| Combined Ratios | ||
The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Specialty Insurance | 93.2 | % | 92.2 | % | 90.2 | % | ||||||||||||||
Title Insurance | 97.6 | 97.0 | 97.1 | |||||||||||||||||
Consolidated | 94.7 | % | 93.9 | % | 92.6 | % | ||||||||||||||
| Net Investment Gains (Losses) | ||
The Company's investment policies are designed to produce a stable source of income from interest and dividends, support the protection of capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.
The composition of net investment gains or losses was as follows:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Realized investment gains (losses) from actual transactions: | ||||||||||||||||||||
| Fixed income | $ | (3.9) | $ | (112.1) | $ | (180.7) | ||||||||||||||
| Equity securities and other | 209.7 | 206.5 | 165.5 | |||||||||||||||||
| Total | 205.8 | 94.3 | (15.2) | |||||||||||||||||
Impairment losses | (3.8) | (5.4) | (51.8) | |||||||||||||||||
| Unrealized gains (losses) from changes in fair value of equity securities | (22.3) | (18.9) | (123.9) | |||||||||||||||||
| Total investment gains (losses) | $ | 179.7 | $ | 69.9 | $ | (190.9) | ||||||||||||||
The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated credit losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
Dispositions of fixed income securities from scheduled maturities and early calls were 64.4%, 39.9%, and 48.3% of total fixed income dispositions occurring in 2025, 2024, and 2023, respectively. Realized gain (loss) activity in 2025 was related to the sale of fixed income and equity securities to fund the Company's return of capital through share repurchases and special dividends, as well as portfolio management.
| Income Taxes | ||
The effective consolidated income tax rates were 20.4%, 20.3%, and 19.9% in 2025, 2024, and 2023, respectively. Changes in the effective tax rates reflect primarily the varying proportions of pretax operating income derived from partially tax-preferred investment income (principally tax-exempt interest and dividend income).
33
Segment Underwriting Overview | ||
| Specialty Insurance | ||
Summary Underwriting Results | |||||||||||||||||||||||||||||||||||
| % Change | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||||||||||||||||||
Revenues: | |||||||||||||||||||||||||||||||||||
Net premiums written | $ | 5,430.1 | $ | 5,030.5 | $ | 4,356.3 | 7.9 | % | 15.5 | % | |||||||||||||||||||||||||
Net premiums earned | 5,184.8 | 4,677.0 | 4,119.2 | 10.9 | 13.5 | ||||||||||||||||||||||||||||||
| Other income | 194.4 | 177.0 | 162.2 | 9.8 | 9.1 | ||||||||||||||||||||||||||||||
Expenses: | |||||||||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | 3,295.6 | 2,975.6 | 2,536.7 | 10.8 | 17.3 | ||||||||||||||||||||||||||||||
| Dividends to policyholders | 16.2 | 23.5 | 16.5 | (31.1) | 42.0 | ||||||||||||||||||||||||||||||
| Underwriting, acquisition, and other expenses: | |||||||||||||||||||||||||||||||||||
| Commissions | 622.2 | 546.8 | 465.3 | 13.8 | 17.5 | ||||||||||||||||||||||||||||||
| Insurance taxes, licenses, and fees | 203.0 | 172.7 | 159.8 | 17.5 | 8.1 | ||||||||||||||||||||||||||||||
| Subtotal | 825.2 | 719.6 | 625.2 | 14.7 | 15.1 | ||||||||||||||||||||||||||||||
| General expenses | 889.4 | 771.1 | 697.0 | 15.3 | 10.6 | ||||||||||||||||||||||||||||||
| Total underwriting, acquisition, and | |||||||||||||||||||||||||||||||||||
| other expenses | 1,714.7 | 1,490.8 | 1,322.2 | 15.0 | 12.7 | ||||||||||||||||||||||||||||||
Segment underwriting income | $ | 352.6 | $ | 364.0 | $ | 406.0 | (3.2) | % | (10.3) | % | |||||||||||||||||||||||||
| Loss ratio: | |||||||||||||||||||||||||||||||||||
| Current year | 66.8 | % | 66.4 | % | 67.7 | % | |||||||||||||||||||||||||||||
| Prior years | (2.9) | (2.3) | (5.7) | ||||||||||||||||||||||||||||||||
| Total | 63.9 | 64.1 | 62.0 | ||||||||||||||||||||||||||||||||
| Expense ratio | 29.3 | 28.1 | 28.2 | ||||||||||||||||||||||||||||||||
| Combined ratio | 93.2 | % | 92.2 | % | 90.2 | % | |||||||||||||||||||||||||||||
Specialty Insurance continued to produce growth and profitability, reflecting the success of the Company's specialty strategy and operational excellence initiatives. Growth included increasing contributions from new specialty operating companies. In addition, seven Specialty Insurance operating companies continue to expand their writings of surplus lines business for property, general liability, and financial indemnity solutions. Some of the new operating companies target the wholesale distribution channel, where excess & surplus solutions are prevalent.
Following the Company’s strategy to add operating companies, narrow and deep in their specialty niche, on October 23, 2025, the Company announced it entered into a definitive agreement to acquire Everett Cash Mutual Insurance Co. and affiliated companies (ECM) following its conversion to a stock company in a sponsored demutualization transaction. ECM is a leading insurer of small farmowners and select commercial agricultural operations. The transaction is expected to close in 2026 upon completion of required regulatory and policyholder approvals. Additionally, on September 30, 2025, the Company announced the formation of its new environmental insurance company that will deliver customized primary and excess liability solutions to businesses of varying scales and complexities. These products will be distributed through a carefully curated network of wholesale and retail brokers, to help ensure that clients receive specific coverage options and the benefit of expert consultation.
34
Premiums & Fees
The percentage of net earned premiums for major insurance coverages in the Specialty Insurance segment was as follows:
| Specialty Insurance Net Earned Premiums by Type of Coverage | ||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
Commercial auto | 42.1 | % | 41.9 | % | 41.0 | % | ||||||||||||||
Workers' compensation | 17.0 | 17.9 | 19.5 | |||||||||||||||||
| Property | 13.4 | 12.8 | 11.5 | |||||||||||||||||
General liability | 8.4 | 7.8 | 6.1 | |||||||||||||||||
| Financial indemnity | 6.9 | 6.9 | 8.4 | |||||||||||||||||
| Home and auto warranty | 6.5 | 6.7 | 7.6 | |||||||||||||||||
Other coverages | 5.7 | % | 6.0 | % | 5.9 | % | ||||||||||||||
Specialty Insurance net premiums earned increased 10.9% for 2025, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including an increasing contribution from new operating companies. Premium growth was most pronounced within commercial auto, general liability, property, and accident & health coverages while Canadian premiums (travel accident and trucking) continued to decline. Commercial auto rate increases accelerated in the fourth quarter of 2025 in response to increases in loss trends. General liability continued to achieve significant rate increases.
Loss and Loss Adjustment Expenses
The percentage of net loss and loss adjustment expenses measured against net premiums earned by major types of insurance coverage were as follows:
| Specialty Insurance Loss Ratios by Type of Coverage | ||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Commercial auto | 72.3 | % | 72.4 | % | 71.5 | % | ||||||||||||||
| Workers' compensation | 59.0 | 48.0 | 41.4 | |||||||||||||||||
| Property | 53.5 | 53.2 | 61.0 | |||||||||||||||||
| General liability | 62.7 | 72.9 | 76.0 | |||||||||||||||||
| Financial indemnity | 48.0 | 63.9 | 48.2 | |||||||||||||||||
| Home and auto warranty | 54.9 | 58.2 | 65.5 | |||||||||||||||||
Other coverages | 71.7 | 73.1 | 65.9 | |||||||||||||||||
All coverages | 63.9 | % | 64.1 | % | 62.0 | % | ||||||||||||||
Overall, the loss ratios for Specialty Insurance in 2025 were consistent with 2024, with a slight increase in the current year loss ratio being offset by higher favorable prior year loss reserve development. When comparing the loss ratios by line of coverage, the 2025 current year ratios were fairly consistent with 2024, however, there were some notable variations of prior year development.
•Workers’ compensation had strong favorable development that was considerably less than the level experienced in 2024. In 2025, prior year reserves increased by $17.6 related to an isolated credit loss on a large-deductible program. Recent elevated claim activity experienced by this program resulted in a collateral deficiency;
•General liability had minimal unfavorable development in 2025 compared to an elevated level in 2024; and
•Financial indemnity had favorable development in 2025 compared to unfavorable development in 2024 that was due to reserve strengthening of transactional risk reserves.
Net favorable reserve development in 2025 came primarily from:
•Workers’ compensation (favorable development predominantly from accident years 2020 and prior, partially offset by unfavorable development predominantly from years 2021-2024);
•Commercial auto (favorable development predominantly from accident years 2022 and prior, partially offset by unfavorable development from 2023); and
•Property, which includes commercial multi-peril (favorable development predominantly from accident years 2015-2024).
A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2025 and 2024 is as follows:
35
| December 31: | 2025 | 2024 | ||||||||||||||||||||||||
| Gross | Net | Gross | Net | |||||||||||||||||||||||
| Asbestosis: | ||||||||||||||||||||||||||
| Reserves at beginning of year | $ | 146.2 | $ | 88.4 | $ | 109.2 | $ | 70.2 | ||||||||||||||||||
| Loss and loss expenses incurred | 10.7 | 2.3 | 52.1 | 27.9 | ||||||||||||||||||||||
| Loss and loss adjustment expenses paid | 15.9 | 7.9 | 15.1 | 9.7 | ||||||||||||||||||||||
| Reserves at end of year | 140.9 | 82.8 | 146.2 | 88.4 | ||||||||||||||||||||||
| Environmental: | ||||||||||||||||||||||||||
| Reserves at beginning of year | 21.4 | 18.1 | 21.4 | 17.3 | ||||||||||||||||||||||
| Loss and loss expenses incurred | 5.8 | 5.4 | 1.3 | 1.2 | ||||||||||||||||||||||
| Loss and loss adjustment expenses paid | 5.4 | 5.0 | 1.3 | 0.4 | ||||||||||||||||||||||
| Reserves at end of year | 21.8 | 18.4 | 21.4 | 18.1 | ||||||||||||||||||||||
| Total asbestosis and environmental reserves | $ | 162.7 | $ | 101.3 | $ | 167.6 | $ | 106.5 | ||||||||||||||||||
Asbestosis and environmental (A&E) claim developments included in the general liability coverages above are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often workers' compensation, deemed assignable to the A&E category of losses. Except for a small portion from ongoing primary insurance operations, a large majority of the A&E claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools which were discontinued during the 1980's and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim costs. Claims administration for the assumed portion of the Company's A&E exposures is handled by the claims departments of unaffiliated primary or ceding reinsurance companies. While the Company performs periodic reviews of certain claim files managed by third parties, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as survival ratios. Such ratios represent the number of years' average paid losses for the three or five most recent calendar years that are encompassed by an insurer's A&E reserve level at any point in time. According to this analysis of an insurer's A&E loss reserve level, Old Republic's average five-year paid loss survival ratios stood at 7.8 years (gross) and 7.7 years (net of reinsurance) as of December 31, 2025, and 8.3 years (gross) and 8.4 years (net of reinsurance) as of December 31, 2024. Fluctuations in this ratio between years can be caused by the inconsistent payout patterns associated with these types of claims. For the five years ended December 31, 2025, incurred A&E claims and related loss settlement costs have averaged 0.6% of average annual Specialty Insurance loss and loss adjustment expenses.
Sales and General Expenses
The expense ratio for 2025 was elevated compared to 2024 but within expectations given the continued start-up costs of new operating companies and investments in personnel and information technology. Specialty Insurance has started up five new operating companies in the last four years that are not operating at full scale. Depending on the operating company, it can take three to five years before scale is achieved, and the operating company becomes accretive to earnings. In addition, Specialty Insurance is investing in modernizing core systems (policy administration, claims, billing, and data warehouse) at several operating companies. Some of these modernization projects have reached the point where the new core system has been put into production while the system being replaced remains in service for some period of time. The Company expects some level of these redundant costs to exist over the next few years, at which time expenses should decrease as the old systems are fully decommissioned. Additional information technology investments are also being made in data and analytics and artificial intelligence initiatives.
36
| Title Insurance | ||
Summary Underwriting Results | |||||||||||||||||||||||||||||||||||
| % Change | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | vs. 2024 | vs. 2023 | ||||||||||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||||||||||||||
| Net premiums earned | $ | 2,594.4 | $ | 2,334.6 | $ | 2,300.9 | 11.1 | % | 1.5 | % | |||||||||||||||||||||||||
| Title, escrow, and other fees | 264.1 | 284.4 | 261.8 | (7.1) | 8.6 | ||||||||||||||||||||||||||||||
| Total premiums and fees | 2,858.6 | 2,619.1 | 2,562.8 | 9.1 | 2.2 | ||||||||||||||||||||||||||||||
| Other income | 0.6 | 0.6 | 0.7 | (3.1) | (18.1) | ||||||||||||||||||||||||||||||
| Expenses: | |||||||||||||||||||||||||||||||||||
| Loss and loss adjustment expenses | 62.2 | 46.1 | 48.7 | 35.0 | (5.4) | ||||||||||||||||||||||||||||||
| Underwriting, acquisition, and other expenses: | |||||||||||||||||||||||||||||||||||
| Commissions | 1,784.8 | 1,601.2 | 1,608.1 | 11.5 | (0.4) | ||||||||||||||||||||||||||||||
| Insurance taxes, licenses, and fees | 45.0 | 37.5 | 18.7 | 19.9 | 100.0 | ||||||||||||||||||||||||||||||
| Subtotal | 1,829.9 | 1,638.7 | 1,626.8 | 11.7 | 0.7 | ||||||||||||||||||||||||||||||
| General expenses | 897.1 | 855.1 | 812.4 | 4.9 | 5.3 | ||||||||||||||||||||||||||||||
| Total underwriting, acquisition, and | |||||||||||||||||||||||||||||||||||
| other expenses | 2,727.0 | 2,493.8 | 2,439.3 | 9.3 | 2.2 | ||||||||||||||||||||||||||||||
Segment underwriting income | $ | 69.9 | $ | 79.7 | $ | 75.4 | (12.3) | % | 5.7 | % | |||||||||||||||||||||||||
Loss ratio (a): | |||||||||||||||||||||||||||||||||||
| Current year | 3.4 | % | 3.4 | % | 3.7 | % | |||||||||||||||||||||||||||||
| Prior years | (1.2) | (1.6) | (1.8) | ||||||||||||||||||||||||||||||||
| Total | 2.2 | 1.8 | 1.9 | ||||||||||||||||||||||||||||||||
| Expense ratio | 95.4 | 95.2 | 95.2 | ||||||||||||||||||||||||||||||||
| Combined ratio | 97.6 | % | 97.0 | % | 97.1 | % | |||||||||||||||||||||||||||||
__________
(a) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.
Title Insurance experienced premium growth compared to last year, however, an elevated combined ratio reflects difficult market conditions, lower favorable reserve development, a litigation settlement expense, and the cyclical nature of this business.
Premiums & Fees
Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Title premium and fee revenues produced by independent title agents are recognized upon receipt, rather than making estimates that could be subject to significant variance from actual premium and fee production. Such receipts can result in up to a four-month lag relative to the effective date of the underlying title policy and are offset concurrently by production expenses and loss reserve provisions.
The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:
| Premium and Fee Production by Source | ||||||||||||||||||||
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Direct Operations | 21.9 | % | 23.0 | % | 21.0 | % | ||||||||||||||
| Independent Title Agents | 78.1 | % | 77.0 | % | 79.0 | % | ||||||||||||||
37
Title Insurance net premiums and fees earned increased 9.1% in 2025. Both agency and directly produced premiums experienced double digit growth, driven by lower interest rates and strong commercial business production. Commercial premiums represented 26% of net premiums earned. Title, escrow, and other fees declined 7.1% as a result of the sale of certain technology platforms earlier in the year which was slightly offset by growth in escrow and closing service fees.
Loss and Loss Adjustment Expenses
Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios for the periods reported. The Title Insurance loss ratios reflect a lower level of favorable prior year loss reserve development and consistent current year losses. The favorable development in 2025, primarily from years 2019-2022, was partially offset by unfavorable development from 2018, 2023, and 2024.
| Sales and General Expenses | ||
The 2025 expense ratio benefited from continued expense management, partially offset by higher agent commissions consistent with the higher level of agency business compared to the direct operation. In addition, the expense ratio for 2025 includes approximately $15 (0.5 points) in litigation settlement expenses.
FINANCIAL CONDITION | ||
The resiliency of ORI’s business model rests on the 19 different P&C operating companies within Specialty Insurance and Title Insurance. Each operating company is a specialist, narrow and deep in their specialty niche, with a keen focus on service, including distribution, claims, underwriting, and risk control. They operate with autonomy and accountability, with the attendant benefits of diversification to manage risk. The portfolio of diverse specialty businesses is supported by a strong balance sheet, conservatively managed and reflected by an A+ rating from A.M. Best. ORI’s ongoing profitability and strong balance sheet has enabled the return of a record amount of capital to shareholders in recent years. With 7.3% insider ownership, ORI’s employees, officers, and directors are directly aligned with shareholder value creation.
| Balance Sheet Metrics and Performance Statistics | ||||||||||||||
December 31: | 2025 | 2024 | ||||||||||||
| Total investments | $ | 16,839.0 | $ | 16,079.0 | ||||||||||
| Total assets | 29,862.7 | 27,843.1 | ||||||||||||
| Long-term debt | 1,589.9 | 1,588.7 | ||||||||||||
Total liabilities | 23,934.2 | 22,224.1 | ||||||||||||
Total shareholders' equity | 5,914.0 | 5,618.9 | ||||||||||||
| Book value per share | 24.21 | 22.84 | ||||||||||||
| Debt to equity ratio | 26.9 | % | 28.3 | % | ||||||||||
Total assets at December 31, 2025 increased 7.3% since year-end 2024, including an increase of 4.7% in total investments from strong operating cash flows and higher valuations, partially offset by the return of excess capital, including the $496.1 special dividend paid in the first quarter 2025. Total liabilities increased 7.7% since year-end 2024, including expected growth in insurance balances, a higher deferred income tax liability primarily related to higher valuations of investments, and similar dividend payable amounts in both years related to special dividends declared but unpaid. Shareholder's equity increased 5.3%, resulting in a debt to equity ratio of 26.9%.
ORI’s growth in book value per share including dividends is one of the various markers of performance and strength, calculated as the sum of the annual change in book value per share plus cash dividends declared. As shown in the tables below, this amounts to 22.0% for 2025, compared with 11.1% for 2024. The increase, in addition to strong dividends, was primarily due to strong net operating income and higher gains from the investment portfolio. The primary drivers and total of ORI’s growth in book value are shown in the tables below.
Drivers of Growth in Book Value Including Dividends | ||||||||||||||
| Years Ended December 31: | 2025 | 2024 | ||||||||||||
Net operating income | 14.1 | % | 13.3 | % | ||||||||||
Realized investment gains | 2.8 | 1.2 | ||||||||||||
Unrealized from changes in fair value of equity securities | 4.2 | 0.3 | ||||||||||||
Other | 0.8 | (3.6) | ||||||||||||
Total | 22.0 | % | 11.1 | % | ||||||||||
38
Growth in Book Value Including Dividends | ||||||||||||||
| Years Ended December 31: | 2025 | 2024 | ||||||||||||
End of period book value | $ | 24.21 | $ | 22.84 | ||||||||||
Less beginning of period book value | 22.84 | 23.31 | ||||||||||||
Change in book value | 1.37 | (0.47) | ||||||||||||
Dividend declared to shareholders | (3.66) | (3.06) | ||||||||||||
Total | $ | 5.03 | $ | 2.59 | ||||||||||
Total from change in book value | 6.0 | % | (2.0) | % | ||||||||||
Total from dividends declared to shareholders | 16.0 | 13.1 | ||||||||||||
Total growth in book value including dividends | 22.0 | % | 11.1 | % | ||||||||||
| Investment Portfolio | ||
Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2025 and 2024, nearly all of the Company's investments consisted of marketable securities. The investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counterparty risk attributes. At December 31, 2025, the Company had no fixed income securities in default as to principal and/or interest.
Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, debt maturities, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels.
The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The fixed income investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage- and asset-backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable fixed income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the fixed income investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed income securities. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed income securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.
Possible future declines in fair values for Old Republic's fixed income portfolio would negatively affect the common shareholders' equity account at any point in time but would not necessarily result in the recognition of realized investment losses.
The following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown.
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| Fixed Income Securities Stratified by Credit Quality (a) | ||||||||||||||
| December 31: | 2025 | 2024 | ||||||||||||
| Aaa | 1.1 | % | 18.0 | % | ||||||||||
| Aa | 23.1 | 9.4 | ||||||||||||
| A | 42.5 | 40.5 | ||||||||||||
| Baa | 32.3 | 30.7 | ||||||||||||
| Total investment grade | 99.0 | 98.6 | ||||||||||||
| Non-investment grade or non-rated issuers | 1.0 | 1.4 | ||||||||||||
| Total | 100.0 | % | 100.0 | % | ||||||||||
(a) Credit quality ratings referred to herein are a blend of those assigned by the major credit rating agencies for U.S. and Canadian Governments, Agencies, Corporates, and Municipal issuers.
With approximately 99.0% and 98.6% of the Company's fixed income securities considered investment grade at December 31, 2025 and 2024, respectively, tight credit spreads have resulted in a preference toward purchases of higher rated securities in recent years. The shift in credit quality within investment grade securities from 2024 to 2025 is largely due to the downgrade of U.S. Treasury Notes by several major credit rating agencies during 2025. The Company primarily owns U.S. Treasury Notes to place on deposit with the states its insurance companies are licensed to conduct business.
| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Fixed Income Securities | ||||||||||||||||||||||||||
| December 31, 2025 | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||
| Non-Investment Grade Fixed Income Securities by Industry Concentration: | ||||||||||||||||||||||||||
| Basic Materials | $ | 43.6 | $ | 0.9 | $ | 0.1 | $ | 44.4 | ||||||||||||||||||
| Consumer, Cyclical | 41.1 | 0.1 | 0.9 | 40.3 | ||||||||||||||||||||||
| Industrial | 21.5 | 0.1 | 0.2 | 21.4 | ||||||||||||||||||||||
| Energy | 8.8 | — | — | 8.8 | ||||||||||||||||||||||
| Other (includes two industry groups) | 11.8 | 0.7 | 0.1 | 12.4 | ||||||||||||||||||||||
| Total | $ | 127.1 | $ | 2.0 | $ | 1.5 | $ | 127.6 | ||||||||||||||||||
| Investment Grade Fixed Income Securities by Industry Concentration: | ||||||||||||||||||||||||||
| Consumer, Non-cyclical | $ | 2,273.9 | $ | 53.8 | $ | 1.8 | $ | 2,325.9 | ||||||||||||||||||
| Utilities | 2,272.5 | 53.2 | 7.0 | 2,318.8 | ||||||||||||||||||||||
| Government | 1,790.7 | 13.2 | 20.9 | 1,783.1 | ||||||||||||||||||||||
| Industrial | 1,648.5 | 42.1 | 2.1 | 1,688.5 | ||||||||||||||||||||||
| Financial | 1,578.4 | 38.0 | 1.4 | 1,615.0 | ||||||||||||||||||||||
| Consumer, Cyclical | 904.2 | 23.5 | 0.3 | 927.5 | ||||||||||||||||||||||
| Energy | 699.6 | 15.3 | 1.5 | 713.4 | ||||||||||||||||||||||
| Other (includes four industry groups) | 1,183.4 | 27.6 | 1.2 | 1,209.7 | ||||||||||||||||||||||
| Total | $ | 12,351.7 | $ | 267.1 | $ | 36.6 | $ | 12,582.1 | ||||||||||||||||||
In the above tables, the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment and not indicative of a deterioration of credit quality. Consistent with a lower interest rate environment, gross unrealized gains have increased while gross unrealized losses have decreased from 2024 to 2025.
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| Gross Unrealized Gains and Losses Stratified by Industry Concentration for Equity Securities | ||||||||||||||||||||||||||
| December 31, 2025 | Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||||
| Equity Securities by Industry Concentration: | ||||||||||||||||||||||||||
| Consumer, Non-cyclical | $ | 430.4 | $ | 222.6 | $ | 14.9 | $ | 638.1 | ||||||||||||||||||
| Utilities | 379.9 | 188.2 | 2.4 | 565.8 | ||||||||||||||||||||||
| Industrial | 213.6 | 314.0 | 4.0 | 523.6 | ||||||||||||||||||||||
| Energy | 137.8 | 105.7 | — | 243.5 | ||||||||||||||||||||||
| Consumer, Cyclical | 59.9 | 80.8 | — | 140.7 | ||||||||||||||||||||||
| Financial | 50.0 | 93.6 | — | 143.7 | ||||||||||||||||||||||
| Other (includes five industry groups) | 105.8 | 129.2 | 3.0 | 232.0 | ||||||||||||||||||||||
| Total | $ | 1,377.7 | $ | 1,134.4 | $ | 24.3 | $ | 2,487.7 | ||||||||||||||||||
The Company's equity portfolio consists primarily of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends. The Company's invested asset base in equity securities, as well as the corresponding gross unrealized gains and losses, have remained relatively consistent from 2024 to 2025.
| Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities | |||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Losses | ||||||||||||||||||||||||||||
| December 31, 2025 | All | Non-Investment Grade Only | All | Non- Investment Grade Only | |||||||||||||||||||||||||
| Maturity Ranges: | |||||||||||||||||||||||||||||
| Due in one year or less | $ | 422.7 | $ | 5.9 | $ | 1.8 | $ | — | |||||||||||||||||||||
| Due after one year through five years | 1,102.4 | 40.1 | 26.0 | 0.6 | |||||||||||||||||||||||||
| Due after five years through ten years | 849.6 | 21.7 | 9.3 | 0.8 | |||||||||||||||||||||||||
| Due after ten years | 101.1 | — | 0.9 | — | |||||||||||||||||||||||||
| Total | $ | 2,476.0 | $ | 67.8 | $ | 38.1 | $ | 1.5 | |||||||||||||||||||||
Total gross unrealized losses on all fixed income securities dropped 76.7% from 2024 to 2025. This decrease is evident across all maturity categories, with the most pronounced improvement in fixed income securities with maturities of greater than five years. This aligns with the duration profile of the portfolio, where longer-dated securities are typically more sensitive to changes in interest rates.
Actual maturities may differ from contractual maturities due to rights to call or prepay obligations.
| Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities | |||||||||||||||||||||||||||||||||||
| Amount of Gross Unrealized Losses | |||||||||||||||||||||||||||||||||||
| December 31, 2025 | Less than 20% of Cost | 20% to 50% of Cost | More than 50% of Cost | Total Gross Unrealized Loss | |||||||||||||||||||||||||||||||
| Number of Months in Unrealized Loss Position: | |||||||||||||||||||||||||||||||||||
| Fixed Income Securities: | |||||||||||||||||||||||||||||||||||
| One to six months | $ | 5.3 | $ | — | $ | — | $ | 5.3 | |||||||||||||||||||||||||||
| Seven to twelve months | — | — | — | — | |||||||||||||||||||||||||||||||
| More than twelve months | 32.7 | — | — | 32.7 | |||||||||||||||||||||||||||||||
| Total | $ | 38.1 | $ | — | $ | — | $ | 38.1 | |||||||||||||||||||||||||||
In the above tables, the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment and not indicative of a deterioration of credit quality.
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| Age Distribution of Fixed Income Securities | |||||||||||||||||||||||
| December 31: | 2025 | 2024 | |||||||||||||||||||||
| Maturity Ranges: | |||||||||||||||||||||||
| Due in one year or less | 10.9 | % | 11.9 | % | |||||||||||||||||||
| Due after one year through five years | 46.6 | 47.9 | |||||||||||||||||||||
| Due after five years through ten years | 38.9 | 37.4 | |||||||||||||||||||||
| Due after ten years through fifteen years | 3.5 | 2.7 | |||||||||||||||||||||
| Due after fifteen years | 0.1 | 0.1 | |||||||||||||||||||||
| Total | 100.0 | % | 100.0 | % | |||||||||||||||||||
| Average Maturity in Years | 4.6 | 4.5 | |||||||||||||||||||||
| Duration | 3.9 | 3.8 | |||||||||||||||||||||
The slight shift to fixed income securities with longer maturities is a result of investing opportunistically with heavy consideration given to asset-liability matching. Average maturity in years provides insight into the duration profile of the fixed income portfolio by measuring the weighted-average time until principal is repaid. Average maturity remained relatively unchanged from 2024 to 2025, indicating that reinvestment activity continued to focus on securities with similar maturities.
Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.9 as of December 31, 2025 implies that a 100-basis point parallel increase in interest rates from current levels would result in a decline in the fair value of the fixed income investment portfolio of approximately 3.9%.
| Liquidity and Capital Resources | ||
The parent holding company meets its liquidity and capital needs principally through dividends and interest on intercompany financing arrangements paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on year-end 2025 data, the maximum amount of dividends that can be paid to the parent company by its insurance and a small number of non-insurance company subsidiaries during 2026 without prior approval of appropriate regulatory authorities is approximately $984.8. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operations.
Old Republic's total capitalization of $7,503.9 at December 31, 2025 consisted of debt of $1,589.9 and shareholders' equity of $5,914.0. Changes in the ORI shareholders' equity account reflect primarily net operating income, realized and unrealized gains (losses), dividend payments to shareholders, and share repurchases for the year then ended. At December 31, 2025, the Company's consolidated debt to equity ratio was 26.9%. The Company has adequate sources of liquidity available to retire the Senior Notes maturing in August 2026 in the event that market conditions are not favorable to refinancing.
Old Republic has paid a regular cash dividend without interruption since 1942 (84 years), and it has raised the regular annual cash dividend for each of the past 44 years. The dividend amount is reviewed and approved by the Board of Directors quarterly and annually. In establishing each year's regular cash dividend, the Company does not follow a strict formulaic approach, and favors an increasing dividend amount largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's regular dividend is set judgmentally in consideration of such key factors as the dividend-paying capacity of the Company's insurance subsidiaries, the trends in average annual earnings for the five to ten most recent calendar years, the amount of stock repurchases, and management's long-term expectations for the Company's consolidated business. Over the last several years, the Company has repurchased significant amounts of its outstanding shares, and the Board of Directors decided to increase regular cash dividends accordingly.
During 2025, the Company returned capital to shareholders of $1,022.2, comprised of $897.4 in dividends and $124.7 in share repurchases (3.2 million shares at an average price of $38.71 per share). Following the close of the year and through February 19, 2026, the Company repurchased 1.6 million additional shares for $66.6 (average price of $40.13), leaving $40.0 remaining under the March 1, 2024 authorization (the 2024 authorization). On August 19, 2025, the Company announced a share repurchase program authorizing the repurchase of up to an additional $750.0 in shares of the Company's common stock, which will commence immediately following the completion of the 2024 authorization, resulting in a cumulative $790.0 remaining under the current authorizations. The repurchase programs are intended to comply with Rule 10b-18 and have no expiration date, do not require the purchase of any minimum number of shares and can be suspended, modified or discontinued at any time without prior notice. Old Republic may also periodically repurchase shares pursuant to written, pre-arranged Rule 10b5-1 plans. The Company's Board of Directors also declared special cash dividends of $2.50 per share in December 2025 (paid on January 14, 2026) and $2.00 per share in December 2024 (paid on January 15, 2025). In reaching a decision to authorize the share repurchase programs and/or special dividends, the Board of Directors evaluates such factors as the current and
42
foreseeable liquidity and capital needs of the parent holding company and its operating companies. Capital needs are estimated based on many factors including statutory requirements of the Company's insurance company subsidiaries (largely based on risk-based capital requirements, reserves to surplus ratios, and premiums to surplus ratios), internal enterprise risk management metrics that measure balance sheet risks against the Company's risk tolerances (including various stress tests), and capital required to maintain the current rating agency ratings.
| Other Assets | ||
Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.
| Contractual Obligations | ||
The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2025:
| 2026 | 2027 and 2028 | 2029 and 2030 | 2031 and After | Total | |||||||||||||||||||||||||
| Contractual Obligations: | |||||||||||||||||||||||||||||
| Debt | $ | 550.0 | $ | — | $ | — | $ | 1,050.0 | $ | 1,600.0 | |||||||||||||||||||
| Interest on Debt | 69.3 | 96.0 | 96.0 | 593.5 | 854.9 | ||||||||||||||||||||||||
| Operating Leases | 52.3 | 80.5 | 49.7 | 59.3 | 242.0 | ||||||||||||||||||||||||
Loss and Loss Adjustment Reserves (a) | 3,634.5 | 4,308.1 | 1,958.9 | 4,874.1 | 14,775.7 | ||||||||||||||||||||||||
| Total | $ | 4,306.2 | $ | 4,484.7 | $ | 2,104.7 | $ | 6,576.9 | $ | 17,472.7 | |||||||||||||||||||
__________
(a) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.
| Reinsurance Programs | ||
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers.
The following table displays the Company's Specialty Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2025.
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| % of Total | |||||||||||||||||||||||||||||||||||||||||
| A.M. | Reinsurance Recoverable | Total | Consolidated | ||||||||||||||||||||||||||||||||||||||
| Best | on Paid | on Loss | Exposure | Reinsured | |||||||||||||||||||||||||||||||||||||
| Reinsurer | Rating | Losses | Reserves | to Reinsurer | Liabilities | ||||||||||||||||||||||||||||||||||||
| Day One Insurance, Inc. | Unrated | $ | — | $ | 1,585.4 | $ | 1,585.4 | 24.0 | % | ||||||||||||||||||||||||||||||||
| Hannover Ruckversicherungs | A+ | 34.7 | 569.6 | 604.4 | 9.2 | ||||||||||||||||||||||||||||||||||||
| Archway Insurance, Ltd. | Unrated | 2.3 | 596.3 | 598.7 | 9.1 | ||||||||||||||||||||||||||||||||||||
| Endurance Assurance Corporation | A+ | 14.0 | 304.9 | 319.0 | 4.8 | ||||||||||||||||||||||||||||||||||||
| Summit Insurance, Ltd. | Unrated | — | 311.6 | 311.6 | 4.7 | ||||||||||||||||||||||||||||||||||||
| Munich Re America, Inc. | A+ | 24.6 | 191.0 | 215.6 | 3.3 | ||||||||||||||||||||||||||||||||||||
| ARU SPC, Ltd. | Unrated | 2.5 | 175.2 | 177.8 | 2.7 | ||||||||||||||||||||||||||||||||||||
| Partner Reinsurance Company | A+ | 8.2 | 143.9 | 152.2 | 2.3 | ||||||||||||||||||||||||||||||||||||
Catalyst Insurance, Ltd. | Unrated | 1.4 | 149.5 | 151.0 | 2.3 | ||||||||||||||||||||||||||||||||||||
| National WC Reinsurance Pool | Industry Pool | 17.8 | 131.9 | 149.8 | 2.3 | ||||||||||||||||||||||||||||||||||||
| $ | 106.0 | $ | 4,159.8 | $ | 4,265.9 | 64.6 | % | ||||||||||||||||||||||||||||||||||
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid losses and unearned premium reserves. Such reinsurance balances recoverable from nonadmitted foreign and certain other reinsurers, such as captive insurance companies owned by insureds or business producers, are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Collateral levels for balances or credits arising from retrospectively rated, high deductible, or contractual liability policies are determined based on an insured's estimated losses, as well as a credit analysis and evaluation of financial strength. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized because reinsurance, retrospectively rated, high deductible, and contractual liability policies do not relieve Old Republic from its obligations to insureds or their beneficiaries.
Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk-sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.
Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, Specialty Insurance secures reinsurance protection on property and liability coverages to mitigate net losses above: $10.0 for workers' compensation; $8.5 for commercial auto liability; $8.5 for general liability; $9.0 for D&O; $3.4 for aviation; and $25.0 for property coverages. The majority of residential title policies issued by Title Insurance are less than $1.0. Effective January 1, 2026, given Title Insurance's increased appetite to write larger commercial title policies, reinsurance was secured to mitigate net losses above $25.0, covering all policies in force at the effective date and those subsequently issued over the term of the contract.
The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company therefore became fully exposed to such claims. The Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA) were subsequently placed into law and serve as a federal reinsurance program administered by the Secretary of the Treasury. This legislation requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies (excluding such coverages as commercial auto, burglary and theft, professional liability, and farmowners multi-peril insurance) and also provides for temporary reinsurance protection through December 31, 2027.
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Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. The program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2025. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.
CRITICAL ACCOUNTING ESTIMATE - ESTABLISHMENT OF RESERVES FOR | ||
LOSSES AND LOSS ADJUSTMENT EXPENSES | ||
The Company's annual financial statements incorporate a large number and types of estimates relative to matters which are highly uncertain at the time the estimates are made. The estimation process required of an insurance enterprise such as Old Republic is by its very nature highly dynamic because it necessitates a continuous evaluation, analysis, and quantification of factual data as it becomes known to the Company. As a result, actual experienced outcomes can differ from the estimates made at any point in time and thus affect future periods' reported revenues, expenses, net income or loss, and financial condition.
Changes in estimates generally result from altered circumstances, newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that changes in estimates will have on its future financial condition or results of operations.
Old Republic believes that its most critical accounting estimate relates to the establishment of reserves for losses and loss adjustment expenses. The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including those incurred but not reported (IBNR). The establishment of loss reserves is a reasonably complex and dynamic process influenced by a large variety of factors as further discussed below. Consequently, reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs and the resulting changes in estimates are recorded in operations of the periods during which they are made. Increases to reserves for insured events of prior years estimates are referred to as unfavorable development, whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.
Most of Old Republic's consolidated loss and loss adjustment expense reserves stem from its Specialty Insurance business. At December 31, 2025, such reserves accounted for 96.3% and 93.4% of consolidated gross and net of reinsurance reserves, respectively, while comparable reserves at December 31, 2024 represented 95.8% and 92.7% of the respective consolidated amounts.
The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's Specialty Insurance operations encompass a large variety of coverages or classes of predominantly commercial insurance; it does not have a meaningful exposure to homeowners or private passenger auto insurance. Consequently, the wide variety of policies issued and commercial insurance customers served require that loss reserves be analyzed and established in the context of the unique or different attributes of each block or class of business produced by the Company. For example, accident liability claims from trucking companies or from general aviation customers become known relatively quickly, whereas claims of a general liability nature arising from the building activities of a construction company may emerge over extended periods of time. Similarly, claims filed pursuant to E&O, D&O or transactional risk liability coverages are usually not prone to immediate evaluation or quantification because such claims may be litigated over several years and their ultimate costs may be affected by judge or jury verdicts. Approximately 86% of the Specialty Insurance's loss reserves stem from liability insurance coverages for commercial customers which typically require more extended periods of investigation and at times protracted litigation before they are finally settled. As a consequence of these and other factors, Old Republic does not utilize a single, overarching loss reserving approach.
The Company prepares periodic analyses of its loss reserve estimates for its significant insurance coverages. It establishes point estimates for most losses on an insurance coverage line-by-line basis for individual subsidiaries, sub-classes, individual accounts, blocks of business or other unique concentrations of insurance risks, such as D&O liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized directly when setting reserves, rather actuarial modeling creates data points that inform management's estimates. Reported reserves encompass the Company's best point estimates at each reporting date and the overall reserve level at any point in time therefore represents the compilation of a very large number of reported reserve estimates and the results of a variety of formula calculations largely driven by analysis of historical data. Favorable or unfavorable developments of prior year reserves are implicitly covered by the point estimates incorporated in total reserves at each balance sheet date. The Company does not project future variability or make an explicit provision for uncertainty when determining its best estimate of loss reserves. Over the most recent decade actual incurred losses have developed within a reasonable range of their original estimates.
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Aggregate loss reserves consist of estimates for claims and allocated loss adjustment expenses that have been reported (case) to the Company and reserves for claims and allocated loss adjustment expenses that have been incurred but not yet reported (IBNR) or whose ultimate costs may not become fully apparent until a future time. Additionally, the Company establishes unallocated loss adjustment expense reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends and are intended to cover the unallocated costs of claim departments' administration of case and IBNR claims over time.
A large variety of statistical analyses and formula calculations are utilized to provide for IBNR claim costs as well as additional costs that can arise from such factors as monetary and social inflation, changes in claims administration processes, changes in reinsurance ceded and recoverability levels, and expected trends in claim costs and related ratios. Typically, such formulas take into account link ratios that represent prior years' patterns of incurred or paid loss trends between succeeding years, or past experience relative to progressions of the number of claims reported over time and ultimate average costs per claim.
Overall, reserves pertaining to several hundred large individual commercial insurance accounts that exhibit sufficient statistical credibility, and at times may be subject to retrospective premium rating plans or the utilization of varying levels or types of self-insured retentions through captive insurers and similar risk management mechanisms, are established on an account by account basis using case reserves and applicable formula-driven methods. Large account reserves are usually set and analyzed for groups of coverages such as workers' compensation, commercial auto, and general liability that are underwritten jointly for many customers. For certain long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, D&O liability, and commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years' loss reserves on the basis of expected loss ratios. Such expected loss ratios typically reflect currently estimated loss ratios from prior accident years, adjusted for the effect of actual and anticipated rate changes, actual and anticipated changes in coverage, reinsurance, mix of business, and other anticipated changes in external factors such as trends in loss costs or the legal and claims environment. Expected loss ratios are generally held for the two to five most recent accident years depending on the individual class or category of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. As actual claims data emerges in succeeding interim and annual periods, accident year loss ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical projection techniques such as the Bornhuetter/Ferguson method, which utilizes data from the more mature experience of prior years to arrive at a likely indication of more recent years' loss trends and costs.
Title insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all loss reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate costs of claims.
As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:
•Holding expected loss ratios for the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial auto liability, general liability, E&O and D&O liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 93.0% and 94.2%, and averaged 93.8% of gross consolidated loss reserves as of the three most recent year-ends. Net of reinsurance recoverables, such reserves ranged between 93.2% and 94.9% and averaged 94.0% as of the same dates.
•Loss trends that are considered when establishing the above noted expected loss ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected loss ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.
•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.
Volatility of Reserve Estimates and Sensitivity
There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:
Specialty Insurance net loss reserves can be affected by actual experience differing from expectations related to the:
46
•Frequency of claims incurred but not reported;
•Effect of reserve discounts applicable to certain workers' compensation claims;
•Severity of litigated claims;
•Governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims;
•Inflation rates applicable to repairs and the medical benefits portion of claims; and
•Emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.
Title Insurance loss reserve levels can be impacted by such developments as:
•Loan refinancing activity, the effect of which can be to change the expected period during which title policies remain exposed to loss emergence; and
•Changes in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.
With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted by:
•Medical care cost inflation;
•Frequency and severity of claims; and
•Catastrophic events where there are concentrations of insured lives.
Consolidated loss costs developed favorably in the three most recent calendar years. This development had the effect of reducing consolidated annual loss costs for the three most recent years within a range of 4.8% and 10.6%, or by an average of approximately 6.9% per year. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between 2.2% and 4.6%, and have averaged 3.0%.
The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2025 has ranged from 2.5% favorable to 17.4% favorable and averaged 12.5% favorable (approximately $1,046.1 based on current year ending reserves). Given the long tail associated with most of the Company’s lines of business, this loss reserve development has occurred over many years. The consolidated one-year development on prior year loss reserves over the past ten years through December 31, 2025 has ranged from 0.5% favorable to 4.3% favorable and averaged 2.4% favorable (approximately $198.2 based on current year ending reserves). Management does not have a practical business reason for making projections of likely outcomes of future loss developments. Further, the analysis and evaluation of the existing business mix, the natural offset effects of the Company's diverse coverage, current aggregate loss reserve levels, and loss development patterns suggest these historical outcomes are illustrative of the reasonable likelihood of how 2025 year-end loss reserves could ultimately develop. The most significant factors impacting the potential reserve development for each of the Company's insurance segments are discussed above.
The current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using the historical outcomes presented above provides a reasonable range of cumulative and one-year reserve development for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2025.
47
FORWARD-LOOKING STATEMENTS | ||
Reference is here made to "Segment Information" appearing elsewhere herein.
Some of the oral or written statements made in the Company's reports, press releases, and conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include words such as "expect," "predict," "estimate," "will," "should," "anticipate," "believe," and similar expressions. Any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance.
Historical data pertaining to the operating results, liquidity, and other performance indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed and other claims can have a bearing on period-to-period comparisons and future operating results.
Old Republic's Specialty Insurance segment results can be affected by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors; general economic considerations, including the levels of investment yields, inflation rates, and the impacts of tariffs; periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, and work-related injuries; claims development and the impact on loss reserves; adequacy and availability of reinsurance; uncertainties in underwriting and pricing risks; and unanticipated external events. Old Republic's Title Insurance segment results can be affected by similar factors, and by changes in national and regional housing demand and values, the availability and cost of mortgage loans, and employment trends. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations in policy lapsation rates. At the parent holding company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, interest income, the levels of investments held, and period-to-period variations in the costs of administering the Company's widespread operations. In addition, results could be particularly affected by technology and security breaches or failures, including cybersecurity incidents.
A more detailed listing and discussion of the risks and other factors which affect the Company's risk-taking insurance business are included in Part I, Item 1A - Risk Factors and the various risks, uncertainties, and other factors that are included from time to time in other Securities and Exchange Commission filings.
Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise any and all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon.
48
Item 7A - Quantitative and Qualitative Disclosure About Market Risk ($ in Millions) | ||
Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates, and commodity prices. Old Republic's primary market risks consist of interest rate risk associated with investments in fixed income securities and equity price risk associated with investments in equity securities. The Company has no material foreign exchange or commodity risk.
The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The fixed income investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage- and asset-backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable fixed income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.
The fair value of the Company's fixed income investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the fixed income investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed income securities. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed income securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.
The following table illustrates the hypothetical effect on the fixed income and equity investment portfolios resulting from movements in interest rates and fluctuations in the equity securities markets, using the S&P 500 index as a proxy, at December 31, 2025:
| Estimated Fair Value | Hypothetical Change in Interest Rates or S&P 500 | Estimated Fair Value After Hypothetical Change in Interest Rates or S&P 500 | ||||||||||||||||||
| Interest Rate Risk: | ||||||||||||||||||||
| Fixed Income Securities | $ | 100 | basis point rate increase | $ | 12,212.8 | |||||||||||||||
| 200 | basis point rate increase | 11,715.9 | ||||||||||||||||||
| 100 | basis point rate decrease | 13,206.8 | ||||||||||||||||||
| 200 | basis point rate decrease | $ | 13,703.7 | |||||||||||||||||
| Equity Price Risk: | ||||||||||||||||||||
| Equity Securities | $ | 10 | % | increase in the S&P 500 | $ | 2,656.9 | ||||||||||||||
| 20 | % | increase in the S&P 500 | 2,826.0 | |||||||||||||||||
| 10 | % | decline in the S&P 500 | 2,318.5 | |||||||||||||||||
| 20 | % | decline in the S&P 500 | $ | 2,149.4 | ||||||||||||||||
49
| Item 8 - Financial Statements and Supplementary Data | ||
Listed below are the consolidated financial statements included herein for Old Republic International Corporation and Subsidiaries:
| Page No. | |||||
Consolidated Balance Sheets | 52 | ||||
Consolidated Statements of Income | 53 | ||||
Consolidated Statements of Comprehensive Income | 54 | ||||
Consolidated Statements of Equity | 55 | ||||
Consolidated Statements of Cash Flows | 56 | ||||
Notes to Consolidated Financial Statements | 57 - 88 | ||||
Report of Independent Registered Public Accounting Firm | 89 - 90 | ||||
50
| Old Republic International Corporation and Subsidiaries | ||||||||||||||
| Consolidated Balance Sheets | ||||||||||||||
| ($ in Millions, Except Share Data) | ||||||||||||||
| December 31, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Assets | ||||||||||||||
| Investments: | ||||||||||||||
| Fixed income securities (at fair value) (amortized cost: $12,478.8 and $12,175.9) | $ | $ | ||||||||||||
| Equity securities (at fair value) (cost: $1,377.7 and $1,410.7) | ||||||||||||||
| Short-term investments (at fair value which approximates cost) | ||||||||||||||
| Other investments | ||||||||||||||
| Total investments | ||||||||||||||
| Cash | ||||||||||||||
| Accrued investment income | ||||||||||||||
| Accounts and notes receivable | ||||||||||||||
| Reinsurance balances and funds held | ||||||||||||||
Reinsurance recoverable: Paid loss and loss adjustment expenses | ||||||||||||||
Loss and loss adjustment expense reserves | ||||||||||||||
Unearned premium and policy reserves | ||||||||||||||
| Deferred policy acquisition costs | ||||||||||||||
Other assets | ||||||||||||||
Total assets | $ | $ | ||||||||||||
Liabilities and Equity | ||||||||||||||
| Liabilities: | ||||||||||||||
Policy liabilities: | ||||||||||||||
| Loss and loss adjustment expense reserves | $ | $ | ||||||||||||
| Unearned premiums | ||||||||||||||
Other policyholders' benefits and funds held | ||||||||||||||
Total policy liabilities | ||||||||||||||
| Commissions, expenses, fees, and taxes | ||||||||||||||
Reinsurance balances and funds held | ||||||||||||||
| Federal income tax: Deferred | ||||||||||||||
| Debt | ||||||||||||||
Other liabilities | ||||||||||||||
Total liabilities | ||||||||||||||
Equity: | ||||||||||||||
Shareholders' Equity: | ||||||||||||||
| Preferred stock ($0.01 par value; 75,000,000 shares authorized; none issued) | ||||||||||||||
| Common stock ($1.00 par value; 500,000,000 shares authorized; 246,355,085 and 248,817,316 shares issued)(Class B - $1.00 par value; 100,000,000 shares authorized; none issued) | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
Accumulated other comprehensive income (loss) | ( | |||||||||||||
| Unallocated 401(k) plan shares (at cost) | ( | ( | ||||||||||||
| Treasury stock (at cost) (no shares outstanding) | ||||||||||||||
Total shareholders' equity | ||||||||||||||
Noncontrolling interests | ||||||||||||||
Total equity | ||||||||||||||
Total liabilities and equity | $ | $ | ||||||||||||
See accompanying Notes to Consolidated Financial Statements.
51
| Old Republic International Corporation and Subsidiaries | |||||||||||||||||
| Consolidated Statements of Income | |||||||||||||||||
| ($ in Millions, Except Share Data) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Net premiums earned | $ | $ | $ | ||||||||||||||
| Title, escrow, and other fees | |||||||||||||||||
| Total premiums and fees | |||||||||||||||||
| Net investment income | |||||||||||||||||
| Other income | |||||||||||||||||
| Total operating revenues | |||||||||||||||||
Net investment gains (losses): | |||||||||||||||||
| Realized from actual transactions and impairments | ( | ||||||||||||||||
| Unrealized from changes in fair value of equity securities | ( | ( | ( | ||||||||||||||
Total net investment gains (losses) | ( | ||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses: | |||||||||||||||||
| Loss and loss adjustment expenses | |||||||||||||||||
| Dividends to policyholders | |||||||||||||||||
| Underwriting, acquisition, and other expenses | |||||||||||||||||
| Interest and other charges | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Income before income taxes | |||||||||||||||||
| Income Taxes (Credits): | |||||||||||||||||
| Current | |||||||||||||||||
| Deferred | ( | ||||||||||||||||
Total income taxes | |||||||||||||||||
Net Income: | |||||||||||||||||
Total net income | |||||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||
Net Income to Shareholders | $ | $ | $ | ||||||||||||||
| Net Income Per Share: | |||||||||||||||||
| Basic | $ | $ | $ | ||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||
| Average shares outstanding: Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
52
| Old Republic International Corporation and Subsidiaries | |||||||||||||||||
| Consolidated Statements of Comprehensive Income | |||||||||||||||||
| ($ in Millions) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Total Net Income As Reported | $ | $ | $ | ||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||
Unrealized gains (losses) on investments: | |||||||||||||||||
Unrealized gains (losses) before reclassifications | ( | ||||||||||||||||
Amounts reclassified as net realized investment | |||||||||||||||||
| losses in the statements of income | |||||||||||||||||
Pretax unrealized gains on investments | |||||||||||||||||
Deferred income taxes | |||||||||||||||||
Net unrealized gains on investments | |||||||||||||||||
Foreign currency translation adjustment and other | ( | ||||||||||||||||
Total other comprehensive income | |||||||||||||||||
Total Comprehensive Income | |||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||
Comprehensive Income to Shareholders | $ | $ | $ | ||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
53
| Old Republic International Corporation and Subsidiaries | |||||||||||||||||
Consolidated Statements of Equity | |||||||||||||||||
| ($ in Millions, Except Share Data) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Preferred Stock: | |||||||||||||||||
| Balance, beginning and end of year | $ | $ | $ | ||||||||||||||
| Common Stock: | |||||||||||||||||
| Balance, beginning of year | $ | $ | $ | ||||||||||||||
| Dividend reinvestment plan | |||||||||||||||||
Stock-based compensation | |||||||||||||||||
| Treasury stock restored to unissued status | ( | ( | ( | ||||||||||||||
| Balance, end of year | $ | $ | $ | ||||||||||||||
| Additional Paid-in Capital: | |||||||||||||||||
| Balance, beginning of year | $ | $ | $ | ||||||||||||||
| Dividend reinvestment plan | |||||||||||||||||
Stock-based compensation | |||||||||||||||||
| 401(k) plan shares released | |||||||||||||||||
| Treasury stock restored to unissued status | ( | ( | ( | ||||||||||||||
| Other - net | |||||||||||||||||
| Balance, end of year | $ | $ | $ | ||||||||||||||
| Retained Earnings: | |||||||||||||||||
| Balance, beginning of year | $ | $ | $ | ||||||||||||||
Net income to shareholders | |||||||||||||||||
| Dividends on common shares ($3.66, $3.06, and $0.98 per common share) | ( | ( | ( | ||||||||||||||
| Treasury stock restored to unissued status | ( | ( | |||||||||||||||
Other changes | |||||||||||||||||
| Balance, end of year | $ | $ | $ | ||||||||||||||
| Accumulated Other Comprehensive Income (Loss): | |||||||||||||||||
| Balance, beginning of year | $ | ( | $ | ( | $ | ( | |||||||||||
Net unrealized gains on investments, net of tax | |||||||||||||||||
Foreign currency translation adjustment and other | ( | ||||||||||||||||
| Balance, end of year | $ | $ | ( | $ | ( | ||||||||||||
| Unallocated 401(k) Plan Shares: | |||||||||||||||||
| Balance, beginning of year | $ | ( | $ | ( | $ | ( | |||||||||||
| 401(k) plan shares released | |||||||||||||||||
| Balance, end of year | $ | ( | $ | ( | $ | ( | |||||||||||
| Treasury Stock: | |||||||||||||||||
| Balance, beginning of year | $ | $ | $ | ||||||||||||||
Common stock repurchases | ( | ( | ( | ||||||||||||||
| Restored to unissued status | |||||||||||||||||
| Balance, end of year | $ | $ | $ | ||||||||||||||
| Noncontrolling Interests: | |||||||||||||||||
Balance, beginning of year | $ | $ | $ | ||||||||||||||
| Net income attributable to noncontrolling interests | |||||||||||||||||
| Net effect of changes in ownership and other | |||||||||||||||||
Balance, end of year | $ | $ | $ | ||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
54
| Old Republic International Corporation and Subsidiaries | |||||||||||||||||
| Consolidated Statements of Cash Flows | |||||||||||||||||
| ($ in Millions) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
Total net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to | |||||||||||||||||
| net cash provided by operating activities: | |||||||||||||||||
| Deferred policy acquisition costs | ( | ( | ( | ||||||||||||||
Accounts and notes receivable | ( | ( | ( | ||||||||||||||
| Loss and loss adjustment expense reserves | |||||||||||||||||
| Unearned premiums and other policyholders' liabilities | |||||||||||||||||
Federal income taxes | ( | ||||||||||||||||
Reinsurance balances and funds held | |||||||||||||||||
Realized investment (gains) losses from actual transactions | |||||||||||||||||
| and impairments | ( | ( | |||||||||||||||
| Unrealized investment (gains) losses from changes in fair value | |||||||||||||||||
| of equity securities | |||||||||||||||||
Other - net | ( | ||||||||||||||||
| Total | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
Maturities and calls on fixed income securities | |||||||||||||||||
Sales of: | |||||||||||||||||
Fixed income securities | |||||||||||||||||
| Equity securities | |||||||||||||||||
| Other investments | |||||||||||||||||
| Purchases of: | |||||||||||||||||
| Fixed income securities | ( | ( | ( | ||||||||||||||
| Equity securities | ( | ( | ( | ||||||||||||||
| Other investments | ( | ( | ( | ||||||||||||||
Proceeds from sale of subsidiary | |||||||||||||||||
Net increase in short-term investments | ( | ( | ( | ||||||||||||||
| Other - net | ( | ||||||||||||||||
| Total | ( | ( | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Issuance of debentures and notes | |||||||||||||||||
| Issuance of common shares | |||||||||||||||||
| Redemption of debentures and notes | ( | ( | |||||||||||||||
| Dividends on common shares | ( | ( | ( | ||||||||||||||
Repurchase of common stock | ( | ( | ( | ||||||||||||||
| Other - net | ( | ( | |||||||||||||||
| Total | ( | ( | ( | ||||||||||||||
Increase (decrease) in cash including balances classified as | |||||||||||||||||
held-for-sale: | |||||||||||||||||
Decrease in cash balances classified as held-for-sale | ( | ( | |||||||||||||||
| Cash, beginning of year | |||||||||||||||||
| Cash, end of year | $ | $ | $ | ||||||||||||||
| Supplemental cash flow information: | |||||||||||||||||
Cash paid during the period for: Interest | $ | $ | $ | ||||||||||||||
Income taxes | $ | $ | $ | ||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
55
| Old Republic International Corporation and Subsidiaries | ||
| Notes to Consolidated Financial Statements | ||
| ($ in Millions, Except as Otherwise Indicated and as to Share Data) | ||
Old Republic International Corporation is a Chicago-based holding company engaged in the business of insurance underwriting and related services. It conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issued their policies, and is organized into two segments: Specialty Insurance and Title Insurance. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of the Republic Financial Indemnity Group (RFIG) Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. "Old Republic" or "the Company" refers to Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation, as the context requires.
Note 1 - Summary of Significant Accounting Policies
The significant accounting policies employed by Old Republic are set forth in the following summary.
Accounting Principles - The Company's insurance subsidiaries are managed pursuant to the laws and regulations of the various states in which they operate. As a result, these subsidiaries operate their business in the context of such laws and regulations and maintain their accounts in conformity with accounting practices prescribed or permitted by various states' insurance regulatory authorities. Federal income taxes and dividends to shareholders are based on financial statements and reports complying with such practices.
The statutory accounting requirements vary from the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP) in the following major respects:
•The costs of selling insurance policies are charged to operations immediately, while the related premiums are recognized as income over the terms of the policies. Ceding commissions received in excess of such acquisition costs are amortized over the effective period of the premiums ceded under the related reinsurance agreement;
•Investments in fixed income securities designated as available for sale are generally carried at amortized cost rather than their estimated fair value;
•Changes in the fair value of equity securities are recorded directly in earned surplus and not through the income statement as required under GAAP unless such securities are determined to be other-than-temporarily impaired for statutory reporting purposes;
•Certain assets classified as "nonadmitted assets" are excluded from the balance sheet through a direct charge to earned surplus;
•Changes in deferred income tax assets or liabilities are recorded directly in earned surplus and not through the income statement;
•Premium reserves for Title Insurance intended to cover losses that will be reported at a future date are based on statutory formulas, and changes therein are charged in the income statement against each year's premiums written;
•Certain required formula-derived reserves for Specialty Insurance in particular are established for credits taken relative to reinsurance placed with other insurance companies not licensed in the respective states, which are charged directly against earned surplus; and
•Surplus notes are classified as surplus rather than a liability.
The Company has made adjustments to the statutory financial statements of its insurance subsidiaries to conform their accounts with GAAP for these Consolidated Financial Statements and Notes. The following table reflects a summary of all such adjustments:
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Total | |||||||||||||||||||||||||||||
| Shareholders' Equity | Total Net Income | ||||||||||||||||||||||||||||
| December 31, | Years Ended December 31, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||
| Statutory totals of insurance | |||||||||||||||||||||||||||||
| company subsidiaries: | |||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Title Insurance | |||||||||||||||||||||||||||||
RFIG Run-off | |||||||||||||||||||||||||||||
Life and Accident | |||||||||||||||||||||||||||||
Subtotal | |||||||||||||||||||||||||||||
| GAAP totals of non-insurance company | |||||||||||||||||||||||||||||
| subsidiaries and consolidation adjustments | ( | ( | ( | ||||||||||||||||||||||||||
| Unadjusted totals | |||||||||||||||||||||||||||||
| Adjustments to conform to GAAP statements: | |||||||||||||||||||||||||||||
| Deferred policy acquisition costs | |||||||||||||||||||||||||||||
| Investment adjustments | ( | ( | ( | ||||||||||||||||||||||||||
Nonadmitted assets | |||||||||||||||||||||||||||||
| Deferred income taxes | ( | ( | ( | ( | |||||||||||||||||||||||||
| Title insurance premium reserves | ( | ( | |||||||||||||||||||||||||||
| Loss and loss adjustment expenses | ( | ( | |||||||||||||||||||||||||||
| Surplus notes | ( | ( | |||||||||||||||||||||||||||
Other adjustments | ( | ( | |||||||||||||||||||||||||||
| Total adjustments | ( | ( | |||||||||||||||||||||||||||
| Consolidated GAAP totals | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
The insurance laws of the respective states in which the Company’s insurance subsidiaries are incorporated prescribe minimum capital and surplus requirements for the lines of business they are licensed to write. For domestic property and casualty and life and accident insurance companies, the National Association of Insurance Commissioners also prescribes risk-based capital (RBC) requirements. RBC is a measure of statutory capital in relationship to a formula-driven definition of risk relative to a company’s balance sheet and mix of business. The combined RBC ratio of the primary insurance subsidiaries contributing to the Specialty Insurance segment was 508 % and 549 % of the company action level RBC at December 31, 2025 and 2024, respectively. The minimum capital requirements for the Company’s Title Insurance subsidiaries are established by statute in the respective states of domicile. The minimum regulatory capital requirements are not significant in relationship to the recorded statutory capital of the Company’s Title and Life and Accident insurance subsidiaries. At December 31, 2025 and 2024 each of the Company’s insurance subsidiaries exceeded the minimum statutory capital and surplus requirements.
The preparation of financial statements in conformity with either statutory practices or GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.
Consolidation Practices - The consolidated financial statements include the accounts of the Company and those of all of its majority-owned insurance and service subsidiaries and any variable interest entities that meet the requirements for consolidation. All significant intercompany accounts and transactions have been eliminated in consolidation.
Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.
Accounting Standard Adoption - In December 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-09, Improvements to Income Tax Disclosures which requires further disaggregation of existing disclosures for the effective tax rate reconciliation and income taxes paid. The amendments require entities to disclose:
•A tabular effective tax rate reconciliation, broken out into specific categories with certain reconciling items above a 5% threshold further broken out by nature and/or jurisdiction, and
•Income taxes paid (net of refunds received), broken out between federal, state, and foreign, and net amounts paid to an individual jurisdiction that exceed 5% of the total.
These annual disclosure-only requirements are effective for fiscal years beginning after December 15, 2024 and have been incorporated within Note 7 of these Notes to the Consolidated Financial Statements.
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No other new accounting standards were adopted in 2025 that materially impacted the consolidated financial statements.
Accounting Standards Pending Adoption - In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses which will require additional disclosure as to the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, such as employee compensation, depreciation, and intangible asset amortization. The guidance does not change the requirements for the presentation of expenses on the face of the income statement.
The requirements are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 and will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of this disclosure-only guidance.
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software which clarifies and modernizes accounting for costs related to internal-use software to better align with current software development practices, including agile methodologies. The new standard removes all references to software development project stages, clarifies threshold requirements to begin capitalizing costs, and provides guidance on how to evaluate whether the probable-to-complete threshold has been met. Under this new guidance, an entity will be required to capitalize software costs when both:
•Management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project, and
•It is probable that the project will be completed and the software will be used to perform the function intended.
The requirements are effective for interim and annual periods in fiscal years beginning after December 15, 2027, and can be applied on a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of this guidance.
Investments - The Company classifies its fixed income securities as those it either (1) has the intent and ability to hold until maturity, (2) has available for sale, or (3) has the intention of trading. The Company's fixed income portfolio is classified as available for sale as of December 31, 2025 and 2024.
Fixed income securities classified as available for sale are reported at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Equity securities are reported at fair value with changes in such values reflected as unrealized investment gains (losses) in the consolidated statements of income. Fair values are based on quoted market prices or estimates using values obtained from recognized independent pricing services.
The status and fair value changes of fixed income securities are reviewed at least once per quarter to assess whether a decline in fair value of a security below its cost basis is the result of a credit loss. Factors considered in making this assessment include a security's market price history, as well as the issuer's operating results, financial condition and liquidity, its ability to access capital markets and to make scheduled principal or interest payments, credit rating trends, most current audited financial statements, industry and securities markets conditions and analyst expectations. Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of the issuer's previously reported earnings or financial condition are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments. Credit losses are recorded through an allowance with the corresponding charge to realized investment gains (losses). If the Company intends to sell or is more likely than not required to sell a security, the asset is written down to fair value directly through realized investment gains (losses).
Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed income securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. At December 31, 2025, the Company and its subsidiaries did not have significant amounts of non-income producing securities.
Investment gains and losses, which result from sales or write-downs of securities, are reflected as net investment gains (losses) in the consolidated income statement, and are determined on the basis of amortized cost at the date of sale for fixed income securities, and cost for equity securities, with such bases applying to the specific securities sold.
Revenue Recognition - Substantially all Specialty Insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related loss and loss adjustment expenses. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions, and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations.
Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) represent 21.9 % of 2025, 23.0 % of 2024, and 21.0 % of 2023 consolidated title business revenues. Such premiums are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is
58
recognized when the related services have been performed and completed. The remaining Title Insurance premium and fee revenues are produced by independent title agents. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can result in up to a four-month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and loss reserve provisions.
The Company recognized total contract revenue from customers of $218.0 , $232.3 , and $215.9 during 2025, 2024, and 2023, respectively. Of these amounts, approximately $175.8 , $157.1 , and $145.1 , respectively, were generated from claims handling and related ancillary services (i.e. risk control services) provided to customers within the Company’s Specialty Insurance segment. Claims handling revenues are recognized on a straight-line basis over the contract period (generally one year ) which is commensurate with the entity’s efforts relative to claims adjudication. The related ancillary services revenues are recognized as services are provided and invoiced to the customer. Additionally, revenues from contracts with customers generated from the Company’s Title Insurance segment consist primarily of tax-deferred property exchange services and electronic recording services, and include software licensing arrangements from certain technology platforms through the date of sale in the first quarter 2025. Collectively, these revenues totaled $34.2 , $64.5 , and $62.5 for the years ended December 31, 2025, 2024, and 2023, respectively. Such revenues are generally recognized at a point in time upon completion and invoicing of the services, or in the case of software maintenance agreements, on a straight-line basis over the life of the contract (generally one year ).
Deferred Policy Acquisition Costs - The Company defers direct costs related to the successful production of business. Deferred costs consist principally of commissions, premium taxes, and policy issuance expenses.
With respect to most coverages, deferred policy acquisition costs are amortized on the same basis as the related premiums are earned. To the extent that future revenues on existing policies are not adequate to cover related costs and expenses, deferred policy acquisition costs are charged to earnings. The Company considers investment income when evaluating the recoverability of deferred policy acquisition costs.
Assets Held-for-Sale - The Company classifies a business as held-for-sale when management has approved or received approval to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current estimated fair value, and certain other specific criteria are met. The business classified as held-for-sale is measured at the lower of the carrying value or estimated fair value, less costs to sell. If the carrying value of the business exceeds its estimated fair value, less costs to sell, a loss is recognized and reported in net investment gains (losses). Assets and liabilities related to the business classified as held-for-sale are separately reported in the Company's consolidated balance sheet in the period in which the business is classified as held-for-sale. See Note 2 for further discussion.
Loss and Loss Adjustment Expense Reserves - The establishment of loss reserves is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims; continually evolving and changing legal theories from the judicial system; recurring accounting, statistical, and actuarial studies; the professional experience and expertise of the Company's claim departments' personnel, attorneys, and independent claim adjusters; ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, and work‑related injuries; and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.
All reserves are therefore based on estimates which are periodically reviewed and evaluated in light of emerging loss experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of losses in future years, may offset, in whole or in part, favorable or unfavorable loss developments for certain coverages such as workers' compensation, portions of which are written under loss-sharing programs that provide for such adjustments. Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. However, no representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.
Specialty Insurance reserves are established to provide for the ultimate expected cost of settling unpaid losses and claims reported at each balance sheet date. Such reserves are based on continually evolving assessments of the facts available to the Company during the settlement process, which may stretch over long periods of time. Losses and claims incurred but not reported (IBNR), as well as expenses required to settle losses and claims, are established on the basis of a large number of formulas that take into account various criteria, including historical cost experience and anticipated costs of servicing reinsured and other risks. As applicable, estimates of possible recoveries from salvage or subrogation opportunities are considered in the establishment of such reserves. Overall loss and loss adjustment expense reserves incorporate amounts covering net estimates of unusual claims such as those emanating from asbestosis and environmental (A&E) exposures. Such reserves can affect claim costs and related loss ratios for such insurance coverages as general liability, commercial auto, workers' compensation, and property.
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Title Insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all loss reserves take into account IBNR claims based on past experience and evaluations of such variables as changes in trends in the types of policies issued, real estate markets and interest rate environments, and levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate cost of claims.
In addition to the above reserve elements, the Company establishes reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends, and are intended to cover the unallocated costs of claim departments' administration of known and IBNR claims.
Reinsurance - The cost of reinsurance is recognized over the terms of the reinsurance contracts. Amounts recoverable from reinsurers for loss and loss adjustment expenses are estimated in a manner consistent with the claim liability associated with the reinsured business. The Company evaluates the financial condition of its reinsurers on a regular basis, and allowances are established for estimated credit losses.
Income Taxes - The Company and most of its subsidiaries file a consolidated tax return and provide for income taxes payable currently. Deferred income taxes included in the accompanying consolidated financial statements will not necessarily become payable or recoverable in the future. The Company uses the asset and liability method of calculating deferred income taxes. This method results in the establishment of deferred tax assets and liabilities, calculated at currently enacted tax rates, that are applied to the cumulative temporary differences between the financial statement and tax bases of assets and liabilities.
Property and Equipment - Property and equipment is recorded at cost and generally depreciated or amortized over the estimated useful lives of the assets (two to 27 years), substantially by the straight-line method. Eligible computer software costs, which represent internal and external costs directly related to obtaining, developing, or upgrading software for internal use, are capitalized and amortized using the straight-line method over a period generally not exceeding 10 years. Expenditures for maintenance and repairs are charged to income as incurred, and expenditures for major renewals and improvements that extend the useful lives of the assets are capitalized as appropriate. Depreciation and amortization expenses related to property and equipment, including computer software costs, were $35.4 , $39.3 , and $33.0 in 2025, 2024, and 2023, respectively.
Title Plants and Records - Title plants and records are carried at original cost or appraised value at the date of purchase. Such values represent the cost of producing or acquiring interests in title records and indexes, and the appraised value of purchased subsidiaries' title records and indexes at dates of acquisition. The cost of maintaining, updating, and operating title records is charged to income as incurred. Title records and indexes are ordinarily not amortized unless events or circumstances indicate that the carrying amount of the capitalized costs may not be recoverable.
Goodwill and Intangible Assets - Goodwill resulting from business combinations is not amortizable against operations but must be tested annually for possible impairment of its continued value. Intangible assets with definitive lives are amortized against future operating results, whereas indefinite-lived intangibles are tested annually for impairment. Annual testing did not result in any impairment charges for the periods presented, and reporting units with goodwill balances had estimated fair values in excess of their carrying values. The Company's consolidated goodwill balance of $173.2 and $179.6 as of December 31, 2025 and 2024, respectively, is included as part of other assets in the consolidated balance sheets. No significant changes to goodwill balances occurred in either period.
Employee Benefit Plans - The Company has a closed pension plan (the Plan) for certain employees under which benefits were frozen as of December 31, 2013. The Plan is a defined benefit plan pursuant to which pension payments are based primarily on years of service and employee compensation near retirement. As a result, eligible employees retain all of the vested rights as of the effective date of the freeze. While additional benefits no longer accrue, the Company's cumulative obligation continues to be subject to further adjustment due to changes in actuarial assumptions such as expected mortality, and changes in interest rates.
The funded status of a pension plan is measured as of December 31 of each year as the difference between the fair value of plan assets and the projected benefit obligation. The funded status of the Plan is recognized as a net pension asset or liability, as applicable, with offsetting entries reflected as a component of shareholders' equity in accumulated other comprehensive income, net of deferred taxes.
The Company also provides incentive awards to certain employees under the 2022 Incentive Compensation Plan. Stock options granted under this plan are valued using the Black-Scholes-Merton option pricing model and restricted stock awards, restricted stock unit awards, and performance-based restricted stock unit awards are granted at market price. The value of performance-based restricted stock unit awards earned depends on the level of achievement of performance objectives over the three-year performance period. The awards are generally expensed on a straight-line basis over the vesting period and forfeitures are accounted for as they occur.
Escrow Funds - Segregated cash deposit accounts and the offsetting liabilities for escrow deposits in connection with Title Insurance real estate transactions in the same amounts ($1,829.2 and $1,903.4 at December 31, 2025 and 2024, respectively) are not included as assets or liabilities in the accompanying consolidated balance sheets as the escrow funds are not available for regular operations.
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Additional Paid-in Capital - Additional paid-in capital is comprised of the cumulative cash received by the Company in excess of the par value associated with shares issued, less the cumulative cash paid in excess of the par value of shares repurchased.
Treasury Stock - Treasury stock represents the Company’s previously issued shares of stock which have been repurchased by the Company. These shares are accounted for at the cost at which they were acquired. Treasury stock is typically impacted by repurchases of shares under the Board of Directors approved share repurchase programs.
Common Share Repurchases - Common shares acquired under share repurchase programs are generally retired, restoring them to authorized, unissued status. Repurchases above par value are first charged to additional paid-in capital, with any excess charged to retained earnings.
Variable Interest Entities - A variable interest entity (VIE) is a legal entity that:
•Lacks sufficient equity at risk to finance its own activities without additional subordinated financial support, or
•Is structured such that equity investors do not have the ability to make significant decisions relating to the entity's operations through voting rights, or
•Does not substantively participate in the gains and losses of the entity.
The Company periodically assesses and determines whether it is the primary beneficiary of a VIE subject to consolidation based on a qualitative assessment of the:
•VIE’s capital structure, contractual terms, nature of operations, and purpose,
•Company’s relative exposure to the related risks of the VIE, and
•Breadth of the Company’s decision-making ability and ability to influence activities that significantly affect the economic performance of the VIE.
Old Republic consolidates VIEs in which it is determined to have the controlling financial interest (primary beneficiary) as a result of having both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses or right to receive benefits from the VIE that could potentially be significant to the VIE.
Noncontrolling Interests - Noncontrolling interests represent the portions of equity not attributable, directly or indirectly, to Old Republic.
Note 2 - Disposition of RMIC Companies, Inc.
On November 11, 2023, a definitive agreement was reached to sell RMIC Companies, Inc. and its wholly-owned mortgage insurance subsidiaries (collectively, RMICC) to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd. As of December 31, 2023, the Company reported the assets and liabilities of RMICC as held-for-sale in the consolidated balance sheet with results reported in continuing operations in the consolidated statement of income. The sale closed May 31, 2024 with cash proceeds totaling $136.6 . As a result of the sale, the Company realized a total loss of $51.0 , recorded in net investment gains (losses), of which $ was recorded in 2023, and $5.4 in 2024.
Note 3 - Investments
The amortized cost and fair values by type and contractual maturity of fixed income securities are shown in the following tables. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| Fixed Income Securities by Type: | |||||||||||||||||||||||
| December 31, 2025: | |||||||||||||||||||||||
Government & Agency | $ | $ | $ | $ | |||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| December 31, 2024: | |||||||||||||||||||||||
Government & Agency | $ | $ | $ | $ | |||||||||||||||||||
Municipal | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
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| Amortized Cost | Fair Value | ||||||||||
| Fixed Income Securities Stratified by Contractual Maturity at December 31, 2025: | |||||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after five years through ten years | |||||||||||
| Due after ten years | |||||||||||
| $ | $ | ||||||||||
Bonds and other investments with a carrying value of $1,046.9 and $979.6 as of December 31, 2025 and 2024, respectively, were on deposit with governmental authorities by the Company's insurance subsidiaries to comply with state insurance laws.
The following table reflects the Company's gross unrealized losses and fair value of fixed income securities, aggregated by category and length of time that individual securities have been in an unrealized loss position.
| Less than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||||||||||||||||
| December 31, 2025: | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | Fair Value | Unrealized Losses | ||||||||||||||||||||||||||||||||
| Fixed Income Securities: | ||||||||||||||||||||||||||||||||||||||
Government & Agency | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
| December 31, 2024: | ||||||||||||||||||||||||||||||||||||||
| Fixed Income Securities: | ||||||||||||||||||||||||||||||||||||||
Government & Agency | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
Municipal | ||||||||||||||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||
In the above tables, the unrealized losses on fixed income securities are deemed to reflect changes in the interest rate environment and not indicative of a deterioration of credit quality. As part of its assessment of credit losses, the Company considers whether it intends to sell or is more likely than not required to sell securities, principally in consideration of its asset and liability maturity matching objectives. There were no impairment losses on fixed income securities in 2025 or 2024. Net realized investment gains (losses) for the year ended December 31, 2023 included impairment charges of $6.2 primarily related to the Company's intent to sell and subsequent disposal of fixed income securities to facilitate certain structural changes to a deferred compensation plan, and a small credit loss. The Company's allowance for credit losses was $1.6 as of both December 31, 2025 and 2024.
The following table shows cost and fair value information for equity securities:
| Equity Securities | |||||||||||||||||||||||
Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
Changes in the fair value of equity securities still held at December 31, 2025, 2024, and 2023 were $105.8 , $184.0 , and $28.2 , respectively, for the years then ended.
Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources (inputs) used to measure fair value into three broad levels:
•Level 1 inputs are based on quoted market prices in active markets;
•Level 2 observable inputs are based on corroboration with available market data; and
•Level 3 unobservable inputs are based on uncorroborated market data or a reporting entity's own assumptions.
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The following is a description of the valuation methodologies and general classification used for financial instruments measured at fair value.
The Company uses quoted values and other data provided by nationally-recognized independent pricing sources as inputs into its quarterly process for determining fair values of fixed income and equity securities. To validate the techniques or models used by pricing sources, the Company's review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparisons with other sources including the fair value estimates based on current market quotations, and with independent fair value estimates provided by the independent investment custodian. Independent pricing sources obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and use their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades, and sector groupings to determine a reasonable fair value.
Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, mutual funds, and short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate bonds, municipal bonds, and certain U.S. and Canadian government agency securities. Securities classified within Level 3 include non-publicly traded bonds and equity securities. There were no significant changes in the fair value of Level 3 assets as of December 31, 2025 and 2024.
The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:
| Fair Value Measurements | ||||||||||||||||||||||||||
| As of December 31, 2025: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||||
Government & Agency | $ | $ | $ | $ | ||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | ||||||||||||||||||||||
| As of December 31, 2024: | ||||||||||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||||||||
Government & Agency | $ | $ | $ | $ | ||||||||||||||||||||||
Municipal | ||||||||||||||||||||||||||
| Corporate | ||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Short-term investments | $ | $ | $ | $ | ||||||||||||||||||||||
There were no transfers between Levels 1, 2, or 3 during 2025 or 2024.
The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the years shown.
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| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Investment income from: | ||||||||||||||||||||
| Fixed income securities | $ | $ | $ | |||||||||||||||||
| Equity securities | ||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||
Other investments (a) | ||||||||||||||||||||
| Gross investment income | ||||||||||||||||||||
Investment expenses (a) | ||||||||||||||||||||
| Net investment income | $ | $ | $ | |||||||||||||||||
| Net investment gains (losses): | ||||||||||||||||||||
| Realized from actual transactions: | ||||||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||
| Gains | $ | $ | $ | |||||||||||||||||
| Losses | ( | ( | ( | |||||||||||||||||
| Net | ( | ( | ( | |||||||||||||||||
| Equity securities: | ||||||||||||||||||||
| Gains | ||||||||||||||||||||
| Losses | ( | ( | ( | |||||||||||||||||
| Net | ||||||||||||||||||||
| Other investments, net | ( | |||||||||||||||||||
| Total realized from actual transactions | ( | |||||||||||||||||||
From impairments | ( | ( | ( | |||||||||||||||||
| From unrealized changes in fair value of equity securities | ( | ( | ( | |||||||||||||||||
| Total realized and unrealized investment gains (losses) | ( | |||||||||||||||||||
| Current and deferred income taxes (credits) | ( | |||||||||||||||||||
| Net of tax realized and unrealized investment gains (losses) | $ | $ | $ | ( | ||||||||||||||||
Changes in unrealized investment gains | ||||||||||||||||||||
reflected directly in shareholders' equity: | ||||||||||||||||||||
| Fixed income securities | $ | $ | $ | |||||||||||||||||
Less: Deferred income taxes | ||||||||||||||||||||
Other investments | ||||||||||||||||||||
Less: Deferred income taxes | ||||||||||||||||||||
Net changes in unrealized investment gains, net of tax | $ | $ | $ | |||||||||||||||||
_________
(a) Includes interest on funds held.
Note 4 - Deferred Policy Acquisition Costs
The following table shows the components of deferred policy acquisition costs:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Deferred, beginning of year | $ | $ | $ | |||||||||||||||||
Policy acquisition costs deferred: | ||||||||||||||||||||
Commissions, net of reinsurance | ||||||||||||||||||||
| Premium taxes | ||||||||||||||||||||
| Salaries and other underwriting expenses | ||||||||||||||||||||
Subtotal | ||||||||||||||||||||
| Amortization charged to income | ( | ( | ( | |||||||||||||||||
| Change for the year | ||||||||||||||||||||
| Deferred, end of year | $ | $ | $ | |||||||||||||||||
The Company has a large auto warranty account that requires recording premiums and commissions that represent the mark-up a dealer charges for the insurance policy issued by the Company. This retail mark-up
64
effectively increases premiums with an offset to commissions, both of which are subject to deferral and amortization over the life of the policy.
Note 5 - Loss and Loss Adjustment Expenses
The following table shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:
| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||
| Gross reserves at beginning of year | $ | $ | $ | ||||||||||||||
Less: Reinsurance losses recoverable | |||||||||||||||||
| Net reserves at beginning of year: | |||||||||||||||||
| Specialty Insurance | |||||||||||||||||
| Title Insurance | |||||||||||||||||
| Other | |||||||||||||||||
Subtotal | |||||||||||||||||
| Incurred loss and loss adjustment expenses: | |||||||||||||||||
| Provisions for insured events of the current year: | |||||||||||||||||
| Specialty Insurance | |||||||||||||||||
| Title Insurance | |||||||||||||||||
| Other | |||||||||||||||||
Subtotal | |||||||||||||||||
| Change in provision for insured events of prior years: | |||||||||||||||||
| Specialty Insurance | ( | ( | ( | ||||||||||||||
| Title Insurance | ( | ( | ( | ||||||||||||||
| Other | ( | ( | ( | ||||||||||||||
Subtotal | ( | ( | ( | ||||||||||||||
| Total incurred loss and loss adjustment expenses | |||||||||||||||||
| Payments: | |||||||||||||||||
| Loss and loss adjustment expenses attributable to | |||||||||||||||||
| insured events of the current year: | |||||||||||||||||
| Specialty Insurance | |||||||||||||||||
| Title Insurance | |||||||||||||||||
| Other | |||||||||||||||||
Subtotal | |||||||||||||||||
| Loss and loss adjustment expenses attributable to | |||||||||||||||||
| insured events of prior years: | |||||||||||||||||
| Specialty Insurance | |||||||||||||||||
| Title Insurance | |||||||||||||||||
| Other | |||||||||||||||||
Subtotal | |||||||||||||||||
| Total payments | |||||||||||||||||
RFIG Run-off reserves reclassified to liabilities held-for-sale | |||||||||||||||||
| Net reserves at end of year: | |||||||||||||||||
| Specialty Insurance | |||||||||||||||||
| Title Insurance | |||||||||||||||||
| Other | |||||||||||||||||
Subtotal | |||||||||||||||||
| Reinsurance losses recoverable | |||||||||||||||||
| Gross reserves at end of year | $ | $ | $ | ||||||||||||||
For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments of 2.4 %, 2.0 %, and 4.1 % for 2025, 2024, and 2023, respectively, with average favorable annual developments of 2.8 %. The Company believes that the factors most responsible, in varying and continually changing degrees, for favorable or unfavorable reserve developments include, as to many Specialty Insurance coverages, the effect of reserve discounts applicable to workers' compensation claims, changes in severity of litigated claims, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted below in regard to black lung disease claims, changes in inflation rates applicable to repairs and the medical portion of claims, and changes in the emergence of claims incurred but not reported patterns, in particular with certain types of claims such as those stemming from litigated, assumed
65
reinsurance, or A&E claims.
The favorable development experienced by Specialty Insurance came predominantly from the workers’ compensation and to a lesser extent, commercial auto and property lines of coverage, partially offset by a small amount of unfavorable development from the general liability line of coverage. All accident years between 2011-2021 developed favorably, with more recent years experiencing some unfavorable development. Favorable development experienced by Title Insurance occurred largely within the 2019-2022 years. In 2024, the favorable development experienced by Specialty Insurance came predominantly from the 2011-2020 accident years, driven by workers’ compensation and to a lesser extent, commercial auto and property lines of coverage, partially offset by unfavorable development from the general liability and financial indemnity lines of coverage. Favorable development experienced by Title Insurance occurred largely within the 2018-2021 years.
Federal Black Lung Regulations
The Federal Department of Labor revised the Federal Black Lung Program regulations in both 2001 and 2010. The revisions reflect more lenient standards that can potentially benefit claimants. Claims filed or refiled pursuant to these revised regulations initially increased immediately following the passing of both sets of regulations but have been gradually decreasing since.
The majority of pending claims against Old Republic pertain to business underwritten through loss-sharing programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A smaller portion pertains to business produced on a traditional risk transfer basis. The Company has established applicable reserves for claims as they have been reported and for claims not yet reported on the basis of its historical experience.
A&E Reserves
Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various A&E claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies incepting prior to 1985, including those issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Company's property and casualty insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 and $2.0 and rarely exceeding $10.0 . Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the subsidiaries' net retentions to $0.5 or less as to each claim. At December 31, 2025 and 2024, Old Republic's aggregate loss and loss adjustment expense reserves specifically identified with A&E exposures amounted to approximately $162.7 and $167.6 gross, respectively, and $101.3 and $106.5 net of reinsurance, respectively.
Old Republic's exposure to A&E claims cannot be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data because such claims generally involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims. Inconsistent court decisions stem from such questions as: when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered, how policy limits are to be calculated, and whether clean-up costs constitute property damage.
The following represents the Company's incurred and paid loss development tables for the major types of insurance coverages as of December 31, 2025. The information about incurred and paid claims development for the years ended December 31, 2016 to 2024 is presented as supplementary information.
66
| Workers' Compensation | |||||||||||||||||||||||||||||||||||||||||
| Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance (Undiscounted) | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses | Cumulative Number of Reported Losses* | ||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | (A) | |||||||||||||||||||||||||||||||||||||||
| * Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available. | |||||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| Total | $ | (B) | |||||||||||||||||||||||||||||||||||||||
| Net incurred loss and allocated loss adjustment expenses (A) | $ | ||||||||||||||||||||||||||||||||||||||||
| Less: net paid loss and allocated loss adjustment expenses (B) | |||||||||||||||||||||||||||||||||||||||||
Subtotal | |||||||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2016, net of reinsurance | |||||||||||||||||||||||||||||||||||||||||
| Liabilities for loss and allocated loss adjustment expenses, net of reinsurance | $ | ||||||||||||||||||||||||||||||||||||||||
67
Commercial Auto | |||||||||||||||||||||||||||||||||||||||||
Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses | Cumulative Number of Reported Losses* | ||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | ( | ||||||||||||||||||||||||||||||||||||||||
| $ | (A) | ||||||||||||||||||||||||||||||||||||||||
| * Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available. | |||||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| $ | (B) | ||||||||||||||||||||||||||||||||||||||||
| Net incurred loss and allocated loss adjustment expenses (A) | $ | ||||||||||||||||||||||||||||||||||||||||
| Less: net paid loss and allocated loss adjustment expenses (B) | |||||||||||||||||||||||||||||||||||||||||
Subtotal | |||||||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2016, net of reinsurance | |||||||||||||||||||||||||||||||||||||||||
| Liabilities for loss and allocated loss adjustment expenses, net of reinsurance | $ | ||||||||||||||||||||||||||||||||||||||||
68
| General Liability | |||||||||||||||||||||||||||||||||||||||||
Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses | Cumulative Number of Reported Losses* | ||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| $ | (A) | ||||||||||||||||||||||||||||||||||||||||
| * Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as loss frequency information is not available. The increases beginning in 2016 are due to the addition of a national account with higher frequency yet lower severity than the existing book of business for accident years 2016 through 2019. | |||||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| $ | (B) | ||||||||||||||||||||||||||||||||||||||||
| Net incurred loss and allocated loss adjustment expenses (A) | $ | ||||||||||||||||||||||||||||||||||||||||
| Less: net paid loss and allocated loss adjustment expenses (B) | |||||||||||||||||||||||||||||||||||||||||
Subtotal | |||||||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2016, net of reinsurance | |||||||||||||||||||||||||||||||||||||||||
| Liabilities for loss and allocated loss adjustment expenses, net of reinsurance | $ | ||||||||||||||||||||||||||||||||||||||||
69
Financial Indemnity | |||||||||||||||||||||||||||||||||||||||||
Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses | Cumulative Number of Reported Losses* | ||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | |||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| $ | (A) | ||||||||||||||||||||||||||||||||||||||||
| * Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available. | |||||||||||||||||||||||||||||||||||||||||
| Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance | |||||||||||||||||||||||||||||||||||||||||
| For the Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||
| Accident | Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||||||||||
| Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||||||||||||||
| 2016 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| 2017 | |||||||||||||||||||||||||||||||||||||||||
| 2018 | |||||||||||||||||||||||||||||||||||||||||
| 2019 | |||||||||||||||||||||||||||||||||||||||||
| 2020 | |||||||||||||||||||||||||||||||||||||||||
| 2021 | |||||||||||||||||||||||||||||||||||||||||
| 2022 | |||||||||||||||||||||||||||||||||||||||||
| 2023 | |||||||||||||||||||||||||||||||||||||||||
| 2024 | |||||||||||||||||||||||||||||||||||||||||
| 2025 | |||||||||||||||||||||||||||||||||||||||||
| $ | (B) | ||||||||||||||||||||||||||||||||||||||||
| Net incurred loss and allocated loss adjustment expenses (A) | $ | ||||||||||||||||||||||||||||||||||||||||
| Less: net paid loss and allocated loss adjustment expenses (B) | |||||||||||||||||||||||||||||||||||||||||
Subtotal | |||||||||||||||||||||||||||||||||||||||||
| All outstanding liabilities before 2016, net of reinsurance | ( | ||||||||||||||||||||||||||||||||||||||||
| Liabilities for loss and allocated loss adjustment expenses, net of reinsurance | $ | ||||||||||||||||||||||||||||||||||||||||
70
The following reconciles incurred and paid loss development tables to total loss and loss adjustment expense reserves as reported in the consolidated balance sheets.
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net loss and allocated loss adjustment expense reserves: | |||||||||||
| Workers' compensation (a) | $ | $ | |||||||||
| Commercial auto | |||||||||||
| General liability | |||||||||||
Financial indemnity | |||||||||||
| Other short-duration insurance coverages | |||||||||||
| Subtotal | |||||||||||
| Reinsurance recoverable on loss reserves: | |||||||||||
| Workers' compensation | |||||||||||
| Commercial auto | |||||||||||
| General liability | |||||||||||
Financial indemnity | |||||||||||
| Other short-duration insurance coverages | |||||||||||
| Subtotal | |||||||||||
Insurance coverages other than short-duration | |||||||||||
Unallocated loss adjustment expense reserves | |||||||||||
| Gross loss and loss adjustment expense reserves | $ | $ | |||||||||
__________
(a) Certain long-term disability type workers' compensation reserves are discounted to present value based on interest rates typically ranging from 1.5 % to 3.5 %. The amount of discount reflected in the year-end net reserves totaled $165.8 and $171.8 as of December 31, 2025 and 2024, respectively. Interest accretion of $31.7 , $29.2 , and $25.6 for the years ended December 31, 2025, 2024, and 2023, respectively, was recognized as unfavorable development of prior year reserves within loss and loss adjustment expenses in the consolidated statements of income.
The table below is supplementary information and presents the historical average annual percentage payout of incurred losses by age, net of reinsurance.
| Supplementary Information (Unaudited) | ||||||||||||||||||||||||||||||||
| Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | |||||||||||||||||||||||
| Workers' compensation | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||
| Commercial auto | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||
| General liability | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||
Financial indemnity | % | % | % | % | % | % | % | % | % | % | ||||||||||||||||||||||
Note 6 - Reinsurance and Retention Limits
In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium and a large variety of risk-sharing procedures and arrangements for parts of its business in order to reduce underwriting losses for which it might become liable under insurance policies it issues. To the extent that any reinsurance companies, retrospective related risks, or producers might be unable to meet their obligations under existing reinsurance, retrospective insurance and production agreements, Old Republic would be liable for the defaulted amounts. The Company generally protects itself by withholding funds, securing indemnity agreements, obtaining surety bonds, or otherwise collateralizing such obligations through irrevocable letters of credit, cash, or securities.
Except as noted in the following paragraph, Specialty Insurance secures reinsurance protection on property and liability coverages to mitigate net losses above: $10.0 for workers' compensation; $8.5 for commercial auto liability;
71
$8.5 for general liability; $9.0 for directors & officers (D&O); $3.4 for aviation; and $25.0 for property coverages. The majority of residential title policies issued by Title Insurance are less than $1.0 . Effective January 1, 2026, given Title Insurance's increased appetite to write larger commercial title policies, reinsurance was secured to mitigate net losses above $25.0 , covering all policies in force at the effective date and those subsequently issued over the term of the contract.
The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.
As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company therefore became fully exposed to such claims. The Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA) were subsequently placed into law and serve as a federal reinsurance program administered by the Secretary of the Treasury. This legislation requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies (excluding such coverages as commercial auto, burglary and theft, professional liability, and farmowners multi-peril insurance) and also provides for temporary reinsurance protection through December 31, 2027.
Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. The program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2025. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposure.
Reinsurance ceded by the Company in the ordinary course of business is typically placed on an excess of loss basis. Under excess of loss reinsurance agreements, the Company is generally reimbursed for losses exceeding contractually agreed-upon levels. Quota share reinsurance is most often effected between the Company and industry-wide assigned risk plans or captive insurers owned by insureds. Under quota share reinsurance, the Company remits to the assuming entity an agreed-upon percentage of premiums written and is reimbursed for underwriting expenses and proportionately related claims costs.
Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid loss and unearned premium reserves. Such reinsurance balances recoverable from nonadmitted foreign and certain other reinsurers, such as captive insurance companies owned by insureds or business producers, are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Collateral levels for balances or credits arising from retrospectively rated, high deductible, or contractual liability policies are determined based on an insured's estimated losses, as well as a credit analysis and evaluation of financial strength. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized because reinsurance, retrospectively rated, high deductible, and contractual liability policies do not relieve Old Republic from its obligations to insureds or their beneficiaries. See Note 10 for further discussion.
At December 31, 2025, the Specialty Insurance segment's ten largest reinsurers represented approximately 65 % of the total consolidated reinsurance recoverable on paid and unpaid losses, with Day One Insurance, Inc. the largest reinsurer, representing 24.0 % of the total recoverable balance. Of the balances due from these ten reinsurers, 37.2 % was recoverable from domestic unrated companies, 30.3 % from A or better rated reinsurance companies, 29.0 % from foreign unrated companies, and 3.5 % from industry-wide insurance assigned risk pools.
The following information relates to reinsurance and related data for the Specialty Insurance segment for the three years ended December 31, 2025. Reinsurance transactions of the Title Insurance segment and the small life and accident insurance operation are not material in 2025.
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| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||||||||
| Specialty Insurance | |||||||||||||||||||||||
| Written premiums: | Direct | $ | $ | $ | |||||||||||||||||||
| Assumed | |||||||||||||||||||||||
| Ceded | $ | $ | $ | ||||||||||||||||||||
| Earned premiums: | Direct | $ | $ | $ | |||||||||||||||||||
| Assumed | |||||||||||||||||||||||
| Ceded | $ | $ | $ | ||||||||||||||||||||
| Losses ceded | $ | $ | $ | ||||||||||||||||||||
Note 7 - Income Taxes
The components of domestic and foreign pretax income are summarized below for the periods shown:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||
Amount | Percentage | Amount | Percentage | Amount | Percentage | |||||||||||||||||||||||||||||||||
Domestic | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
Foreign | ||||||||||||||||||||||||||||||||||||||
Total | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
The following table reconciles expected income tax expense, calculated at the federal statutory income tax rate applied to pretax income, to reported income tax expense with the effective tax rate, calculated as reported income tax expense divided by pretax income. The Company disaggregates pretax income into two components: domestic and foreign.
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||
Amount | Rate % | Amount | Rate % | Amount | Rate % | |||||||||||||||||||||||||||||||||
Expected income tax at | ||||||||||||||||||||||||||||||||||||||
Federal statutory rate | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
Foreign tax effect (Canada) | ( | ( | ||||||||||||||||||||||||||||||||||||
Tax-exempt interest | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||
Dividends received exclusion | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Meals and entertainment | ||||||||||||||||||||||||||||||||||||||
Equity compensation | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Other items - net | ( | ( | ||||||||||||||||||||||||||||||||||||
Total nontaxable or | ||||||||||||||||||||||||||||||||||||||
nondeductible items | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||
Total income tax expense | $ | % | $ | % | $ | % | ||||||||||||||||||||||||||||||||
The following table reflects income taxes paid disaggregated by jurisdiction. No individual state exceeded 5% of total income taxes paid for any of the years presented.
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
Federal | $ | $ | $ | |||||||||||||||||
State | ||||||||||||||||||||
Foreign (Canada) | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
The tax effects of temporary differences that give rise to significant portions of the Company's U.S. net deferred tax assets (liabilities) are as follows at the dates shown:
73
| December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Deferred Tax Assets: | ||||||||||||||||||||
| Loss and loss adjustment expense reserves | $ | $ | $ | |||||||||||||||||
| Pension and deferred compensation plans | ||||||||||||||||||||
Realized loss from sale of mortgage insurance business | ||||||||||||||||||||
| Net operating loss carryforward | ||||||||||||||||||||
| AMT credit carryforward | ||||||||||||||||||||
| Operating leases | ||||||||||||||||||||
| Other temporary differences | ||||||||||||||||||||
| Total deferred tax assets | ||||||||||||||||||||
| Deferred Tax Liabilities: | ||||||||||||||||||||
| Unearned premium reserves | ||||||||||||||||||||
| Deferred policy acquisition costs | ||||||||||||||||||||
| Amortization of fixed income securities | ||||||||||||||||||||
| Net unrealized investment gains | ||||||||||||||||||||
| Title plants and records | ||||||||||||||||||||
| Tax reform transition adjustment on loss and loss adjustment | ||||||||||||||||||||
| expense reserves | ||||||||||||||||||||
| Operating leases | ||||||||||||||||||||
| Other temporary differences | ||||||||||||||||||||
| Total deferred tax liabilities | ||||||||||||||||||||
Net deferred tax liabilities | $ | ( | $ | ( | $ | ( | ||||||||||||||
As of December 31, 2025, 2024, and 2023 the Company had net foreign deferred tax assets (principally Canada), not included in the table above, of $4.7 , $3.6 , and $4.0 , respectively.
At December 31, 2025, the Company had an available net operating loss (NOL) carryforward of $6.8 which will expire in 2027, and a $9.0 alternative minimum tax (AMT) credit carryforward. The NOL carryforward is subject to the limitations set by Section 382 of the Internal Revenue Code and is available to reduce future years' taxable income by a maximum of $9.8 each year until expiration.
In valuing the deferred tax assets, the Company considered certain factors including primarily the scheduled reversals of certain deferred tax liabilities, estimates of future taxable income, the impact of available carryback and carryforward periods, as well as the availability of certain tax planning strategies. The Company estimates that all gross deferred tax assets at year-end 2025 will more likely than not be fully realized.
Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve-month period. The Company views its income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain but the timing of its deductibility is uncertain. Such differences relate principally to the timing of deductions for loss and unearned premium reserves. As in prior examinations, the Internal Revenue Service (IRS) could assert that loss reserve deductions were overstated thereby reducing the Company's statutory taxable income in any particular year. The Company believes that it establishes its reserves fairly and consistently at each balance sheet date, and that it would succeed in defending its tax position in these regards. Because of the impact of deferred tax accounting, the possible accelerated payment of tax to the IRS would not necessarily affect the annual effective tax rate. The Company classifies interest and penalties as income tax expense in the consolidated statements of income. The Company is not currently under audit by the IRS and 2022 and subsequent tax years remain open.
The Inflation Reduction Act (IRA) was enacted into law on August 16, 2022, which, among its many elements, imposes a Corporate Alternative Minimum Tax (CAMT) on the adjusted financial statement income at the rate of 15% for tax periods beginning on or after January 1, 2023. The Company, as a member of a controlled group, has determined it is subject to the CAMT calculations for the year ended December 31, 2025. However, the Company expects to be a regular taxpayer and not a CAMT taxpayer.
A Federal Excise Tax (FET) was enacted at the rate of 1% on all corporate stock buybacks effective January 1, 2023. The Company is subject to the FET, and an immaterial amount of excise tax incurred on stock repurchases has been recognized as part of the cost basis of the treasury stock acquired.
The Organization for Economic Co-operation and Development (OECD) released Pillar Two Model Rules ("Pillar 2"), a framework to implement a global minimum corporate tax of 15% for multinational companies with global revenues and profits above certain thresholds, effective beginning January 1, 2024. While it is uncertain whether the United States will enact legislation to adopt Pillar 2, Canada, in which the Company operates, adopted legislation effective January 1, 2024. The Company analyzed the Canadian legislation and determined it did not have a Pillar 2
74
obligation in Canada as of December 31, 2025 or 2024, and will continue to monitor future implications of the framework, which are not expected to be material to the Company.
On July 4, 2025, the One Big Beautiful Bill Act was signed into law, enacting a broad range of tax reform affecting corporations. These include, among other provisions, the permanent extension of certain provisions initially enacted under the 2017 Tax Cuts and Jobs Act, with some modification. The provisions expected to most significantly impact the Company are:
•Immediate deduction of the cost of qualified business property, and
•Immediate deduction of domestic research and experimental expenditures.
Changes resulting from the tax provisions in this legislation did not have a material impact on the Company’s consolidated results of operations for the year ended December 31, 2025.
Note 8 - Employee Benefit Plans
Pension Benefits
The funded status of the Company's pension plan is reflected below.
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| Projected benefit obligation at beginning of year | $ | $ | $ | |||||||||||||||||
| Increases (decreases) during the year attributable to: | ||||||||||||||||||||
| Interest cost | ||||||||||||||||||||
| Actuarial (gains) losses | ( | |||||||||||||||||||
| Benefits paid | ( | ( | ( | |||||||||||||||||
| Net increase (decrease) for the year | ( | |||||||||||||||||||
| Projected benefit obligation at end of year | $ | $ | $ | |||||||||||||||||
| Fair value of net assets available for plan benefits | ||||||||||||||||||||
| At beginning of the year | $ | $ | $ | |||||||||||||||||
| Increases (decreases) during the year attributable to: | ||||||||||||||||||||
| Actual return on plan assets | ||||||||||||||||||||
| Benefits paid | ( | ( | ( | |||||||||||||||||
| Net increase (decrease) for year | ( | |||||||||||||||||||
| Fair value of net assets available for plan benefits | ||||||||||||||||||||
| At end of the year | $ | $ | $ | |||||||||||||||||
| Funded status | $ | $ | $ | |||||||||||||||||
| Amounts recognized in accumulated other comprehensive income | $ | $ | ( | $ | ( | |||||||||||||||
Funding of the Plan is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuation, as well as the maintenance of certain funding levels relative to regulatory requirements. The Company currently does not expect to make cash contributions in calendar year 2026 based on minimum funding requirements.
Net periodic pension expense (income) recognized during 2025, 2024, and 2023 was $(3.1 ), $(5.0 ), and $0.9 , respectively.
The projected benefit obligation and net periodic benefit cost for the Plan were determined using the following weighted-average assumptions:
| Projected Benefit Obligation | Net Periodic Benefit Cost | |||||||||||||||||||||||||||||||
| As of December 31: | 2025 | 2024 | 2025 | 2024 | 2023 | |||||||||||||||||||||||||||
| Settlement discount rates | % | % | % | % | % | |||||||||||||||||||||||||||
| Long-term rates of return on plan assets | N/A | N/A | % | % | % | |||||||||||||||||||||||||||
The assumed settlement discount rates were determined by matching the current estimate of the Plan's projected cash outflows against spot rate yields on a portfolio of high quality bonds as of the measurement date. To develop the expected long-term rate of return on assets assumption, historical returns, future return expectations for each asset class, as well as the target asset allocation of the pension portfolio were considered. The investment policy of the Plan takes into account the matching of assets and liabilities, appropriate risk aversion, liquidity needs, the preservation of capital, and the attainment of modest growth. The weighted-average asset allocations of the Plan were as follows:
75
Current Investment Policy Asset Allocation % Range Target | ||||||||||||||||||||
| As of December 31: | 2025 | 2024 | ||||||||||||||||||
Equity securities: Common shares of Company stock | % | % | 0% to 25% | |||||||||||||||||
| Fixed income securities | 75% to 100% | |||||||||||||||||||
| Other | 1% to 10% | |||||||||||||||||||
| Total | % | % | ||||||||||||||||||
Quoted values and other data provided by the respective investment custodians are used as inputs for determining fair value of the Plan's fixed income and equity securities. The custodians are understood to obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and use their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the investment custodian uses observable market inputs, including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.
The following tables present a summary of the Plan's assets segregated among the various input levels described in Note 3.
| Fair Value Measurements | ||||||||||||||||||||||||||
| As of December 31, 2025: | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Fixed income securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total at fair value | $ | $ | $ | |||||||||||||||||||||||
| Securities at net asset value | ||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
| As of December 31, 2024: | ||||||||||||||||||||||||||
Equity securities: Company stock | $ | $ | $ | $ | ||||||||||||||||||||||
| Fixed income securities | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total at fair value | $ | $ | $ | |||||||||||||||||||||||
| Securities at net asset value | ||||||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
Level 1 assets include U.S. Treasury notes, publicly traded common stocks, mutual funds, and short-term investments. Level 2 assets generally include corporate and government agency bonds. Level 3 assets primarily consist of an immediate participation guaranteed fund.
The following table presents a summary of the benefits expected to be paid as of December 31, 2025 for the next 10 years:
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 and after | ||||||||||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Stock-Based Compensation
Stock-based compensation is currently awarded to certain eligible employees and directors under the 2022 Incentive Compensation Plan (the 2022 Plan) which was adopted following approval by shareholders on May 26, 2022, thereby replacing the 2016 Incentive Compensation Plan (the 2016 Plan). Under the 2022 Plan, a total of 20.0 million new shares, plus the approximately 4.7 million shares that remained available for issuance under the 2016 Plan, became available for future awards through February 2032. The maximum number of shares available as of December 31, 2025 for future issuance under the 2022 Plan was approximately 13.4 million shares.
The following table presents the stock-based compensation expense and income tax benefit recognized in the financial statements:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
Stock-based compensation expense | $ | $ | $ | |||||||||||||||||
| Income tax benefit | $ | $ | $ | |||||||||||||||||
76
As of December 31, 2025, there was $46.7 of total unrecognized compensation cost related to nonvested stock-based compensation arrangements. That cost is expected to be recognized over a weighted-average period of approximately years.
Stock Options
Stock options are granted with an exercise price equal to the closing market price of the Company's common stock on the date of grant. All grants have a 10 -year term. Options granted under the 2022 Plan vest ratably over three years at each anniversary date. Options granted under the 2016 plan vest as follows: 10 % as of December 31 of the year of the grant and, cumulatively, an additional 15 %, 20 %, 25 %, and 30 % on and after the second through fifth calendar years, respectively.
The following table presents the key assumptions used to value the option awards granted during the periods presented. Expected volatilities are based on the historical experience of Old Republic's common stock. The expected term of stock options represents the period of time that stock options granted are assumed to be outstanding. The Company uses historical data to estimate the effect of stock option exercise and employee departure behavior; groups of employees that have similar historical behavior are considered separately for valuation purposes. The risk-free rate of return for periods within the contractual term of the share option is based on the U.S. Treasury rate in effect at the time of the grant.
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected volatility | |||||||||||||||||
| Expected dividends | % | % | % | ||||||||||||||
| Expected term (in years) | |||||||||||||||||
| Risk-free rate | % | % | % | ||||||||||||||
A summary of stock option activity under the 2022 and 2016 Incentive Plans as of December 31, 2025, 2024, and 2023, and changes in outstanding options during the years then ended is presented below:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Shares | Weighted-Average Exercise Price | Shares | Weighted-Average Exercise Price | Shares | Weighted-Average Exercise Price | ||||||||||||||||||||||||||||||
| Outstanding at beginning of year | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||||||||||||||
| Forfeited and expired | |||||||||||||||||||||||||||||||||||
| Outstanding at end of year | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Exercisable at end of year | $ | $ | $ | ||||||||||||||||||||||||||||||||
Weighted-average fair value of | |||||||||||||||||||||||||||||||||||
| options granted during the year (a) | $ | per share | $ | per share | $ | per share | |||||||||||||||||||||||||||||
__________
(a) Based on the Black-Scholes-Merton option pricing model and the assumptions outlined above.
77
A summary of stock options outstanding and exercisable at December 31, 2025 follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||||||||||||||||||||||||
Weighted-Average | Weighted-Average Exercise Price | |||||||||||||||||||||||||||||||||||||||||||
| Exercise Prices | Year of Grant | Number Outstanding | Remaining Contractual Life | Exercise Price | Number Exercisable | |||||||||||||||||||||||||||||||||||||||
| $18.14 | 2016 | $ | $ | |||||||||||||||||||||||||||||||||||||||||
| $19.98 | 2017 | |||||||||||||||||||||||||||||||||||||||||||
| $20.98 | 2018 | |||||||||||||||||||||||||||||||||||||||||||
| $21.12 | to | $21.99 | 2019 | |||||||||||||||||||||||||||||||||||||||||
| $16.17 | to | $22.72 | 2020 | |||||||||||||||||||||||||||||||||||||||||
| $21.30 | 2021 | |||||||||||||||||||||||||||||||||||||||||||
| $20.92 | to | $22.49 | 2022 | |||||||||||||||||||||||||||||||||||||||||
| $22.31 | to | $23.52 | 2023 | |||||||||||||||||||||||||||||||||||||||||
| $27.29 | to | $27.32 | 2024 | |||||||||||||||||||||||||||||||||||||||||
| $36.66 | 2025 | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
The cash received from stock option exercises, the total intrinsic value of stock options exercised, and the actual tax benefit realized for the tax deductions from option exercises are as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash received from stock option exercise | $ | $ | $ | ||||||||||||||
| Intrinsic value of stock options exercised | |||||||||||||||||
Actual tax benefit realized for tax deductions from stock options exercised | $ | $ | $ | ||||||||||||||
Restricted Stock Awards and Restricted Stock Unit Awards
The Company has issued restricted stock awards (RSAs) which represent actual shares issued, and restricted stock unit awards (RSUs) which represent an agreement that shares will be issued in the future after satisfying vesting requirements. These awards are granted at market price, and vest ratably over years on each anniversary date. During the vesting period, these awards are nontransferable and subject to forfeiture.
A summary of RSA and RSU award activity under the 2022 Incentive Plan as of December 31, 2025, 2024, and 2023, and changes in outstanding RSAs and RSUs during the years then ended is presented below:
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||
Weighted- | Weighted- | Weighted- | ||||||||||||||||||||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||||||||||||||||||||
| Grant Date | Grant Date | Grant Date | ||||||||||||||||||||||||||||||||||||
Awards | Fair Value | Awards | Fair Value | Awards | Fair Value | |||||||||||||||||||||||||||||||||
| Nonvested at beginning of year | $ | $ | $ | |||||||||||||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||||||||||||||
| Vested | ||||||||||||||||||||||||||||||||||||||
| Forfeited | ||||||||||||||||||||||||||||||||||||||
| Nonvested at end of year | $ | $ | $ | |||||||||||||||||||||||||||||||||||
Performance-Based Restricted Stock Unit Awards
The Company issues performance-based restricted stock unit awards (PSUs). The PSUs are rights to receive shares of common stock in the future, which vest, if at all, based on the achievement of specified performance criteria, measured over a -year performance period. These awards are granted at market price. During the performance period, PSUs are nontransferable and subject to forfeiture. The value of PSUs earned depends on the level of achievement of performance objectives over the three-year performance period.
A summary of PSUs activity under the 2022 Incentive Plan as of December 31, 2025 and 2024, and changes in outstanding PSUs during the years then ended is presented below:
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| 2025 | 2024 | |||||||||||||||||||||||||
Weighted- | Weighted- | |||||||||||||||||||||||||
| Average | Average | |||||||||||||||||||||||||
| Grant Date | Grant Date | |||||||||||||||||||||||||
Awards | Fair Value | Awards | Fair Value | |||||||||||||||||||||||
| Nonvested at beginning of year | $ | $ | ||||||||||||||||||||||||
| Granted | ||||||||||||||||||||||||||
| Vested | ||||||||||||||||||||||||||
| Forfeited | ||||||||||||||||||||||||||
| Nonvested at end of year | $ | $ | ||||||||||||||||||||||||
Other Benefits
The Company has a number of profit sharing and other incentive compensation programs for the benefit of a substantial number of its employees. The costs related to such programs are summarized below:
| Years Ended December 31: | 2025 | 2024 | 2023 | |||||||||||||||||
| ORI 401(k) Savings and Profit Sharing Plan | $ | $ | $ | |||||||||||||||||
Cash, deferred, and other incentive compensation | $ | $ | $ | |||||||||||||||||
A majority of the Company's employees participate in the ORI 401(k) Savings and Profit Sharing Plan (the ORI 401(k) Plan). In general, the Company makes two types of employer contributions to the ORI 401(k) Plan: (1) a safe harbor nonelective contribution equal to 3 % of eligible compensation for all eligible employees; and (2) a performance-based matching contribution based on a percentage of eligible compensation for certain levels of achievement of the combined ratio for the Company's consolidated business. Annual Company contributions are provided in the form of cash and Old Republic common stock.
In relation to the sale of RMICC (see Note 2), effective August 1, 2024, the profit sharing plan that had historically covered RMICC employees was merged into the ORI 401(k) Plan.
The ORI 401(k) Plan is currently leveraged and owns 2,751,361 unallocated shares as of December 31, 2025. The ORI 401(k) Plan purchased 2,200,000 shares ($34.0 ), 2,383,625 shares ($50.0 ), and 3,337,000 shares ($50.0 ) of Old Republic common stock during 2015, 2018, and 2020, respectively, all of which was financed by loans from the Company and its participating subsidiaries. As of December 31, 2025, there were 17,155,500 Old Republic common shares owned by the ORI 401(k) Plan, of which 14,404,139 were allocated to employees' account balances. Dividends on unallocated shares are used to pay debt service costs. There are no repurchase obligations in existence.
Cash, deferred, and other incentive compensation includes amounts awarded under the Old Republic International Corporation 2023 Performance Recognition Plan (PRP), which provides cash incentive compensation to named executive officers and certain other senior managers. The PRP is an objective performance-based program providing for annual payouts based on satisfaction of specified performance objectives, primarily related to premium and fees growth and underwriting results, in addition to individual performance. In 2023, certain structural changes were made to the previously deferred awards made under the former Key Employee Performance Recognition Plans, resulting in a one-time charge of $10.7 , reflected within underwriting, acquisition, and other expenses in the consolidated statement of income.
Note 9 - Net Income Per Share
Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing net income available to common stockholders by the weighted-average number of common shares actually outstanding for the year. Diluted earnings per share is similarly calculated with the inclusion of dilutive common stock equivalents. The following table reconciles net income and the number of shares used in the basic and diluted earnings per share calculations.
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| Years Ended December 31: | 2025 | 2024 | 2023 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
Net income to shareholders | $ | $ | $ | ||||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average shares (a) | |||||||||||||||||||||||
Effect of dilutive securities - stock-based compensation awards | |||||||||||||||||||||||
| Diluted adjusted weighted-average shares (a) | |||||||||||||||||||||||
| Earnings per share: | Basic | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | ||||||||||||||||||||
| Anti-dilutive common stock equivalents excluded from | |||||||||||||||||||||||
| earnings per share computations: | |||||||||||||||||||||||
Stock-based compensation awards | |||||||||||||||||||||||
__________
(a) In calculating earnings per share, accounting standards require that common shares owned by the ORI 401(k) Plan that are unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all other common shares.
Note 10 - Credit Losses
Credit losses on financial assets measured at amortized cost, primarily the Company's reinsurance recoverables and accounts and notes receivable, are recognized based on estimated losses expected to occur over the life of the asset. The expected credit losses, and subsequent adjustment to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the asset presented in the consolidated balance sheets.
The Company's credit allowance was comprised of $23.0 and $22.0 related to reinsurance recoverables as of December 31, 2025 and 2024, respectively, and $31.7 and $30.2 related to accounts and notes receivable as of December 31, 2025 and 2024, respectively. No significant changes were made to the allowance during the three years ended December 31, 2025.
The Company's evaluation of credit losses on available for sale fixed income securities is discussed further in Note 3. The Company is not exposed to material concentrations of credit risks as to any one issuer of fixed income securities.
Note 11 - Debt
Consolidated debt of Old Republic and its subsidiaries is summarized below:
Years Ended December 31: | 2025 | 2024 | ||||||||||||||||||||||||
Senior Notes: | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||||
| 3.875% issued in 2016 and due 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
| 5.750% issued in 2024 and due 2034 | ||||||||||||||||||||||||||
| 3.850% issued in 2021 and due 2051 | ||||||||||||||||||||||||||
| Total debt | $ | $ | $ | $ | ||||||||||||||||||||||
On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875 % per year and mature on August 26, 2026.
On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850 % per year and mature on June 11, 2051.
On March 31, 2024, the Company completed a public offering of $400.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 5.750 % per year and mature on March 28, 2034.
During 2025, 2024, and 2023, $70.5 , $79.8 , and $67.2 , respectively, of interest expense on debt was charged to consolidated operations.
Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt, all of which is classified within Level 2 of the fair value hierarchy described in Note 3.
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Note 12 - Shareholders' Equity
Preferred Stock - At December 31, 2025, there were 75,000,000 one series of preferred stock: 10,000,000 shares of Series A Junior Participating Preferred Stock (Series A). No shares have been issued or are outstanding. The Series A Stock, if and when issued, will pay a dividend of the greater of $1.00 or 100 times (subject to adjustment) the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock declared on the common stock of the Company. Each share of Series A stock would have 100 votes on each matter submitted to a vote of the shareholders.
Common Stock - At December 31, 2025, there were 500,000,000 100,000,000
Common stock held by the ORI 401(k) Plan is classified as a charge to the common shareholders' equity account until it is allocated to participating employees' accounts contemporaneously with the repayment of the debt incurred for its acquisition. Such unallocated shares are not considered outstanding for purposes of calculating earnings per share. Dividends on unallocated shares are used to pay debt service costs.
Common Stock Repurchases - On March 1, 2024, the Company announced that the Board of Directors authorized a $1.1 billion share repurchase program (the 2024 authorization). Total shares repurchased, inclusive of taxes and fees, under this program for 2025 were 3.2 million shares for $124.7 (average price of $38.71 ). Following the close of the year and through February 19, 2026, the Company repurchased 1.6 million additional shares for $66.6 (average price of $40.13 ) leaving $40.0 remaining under the 2024 authorization.
On August 19, 2025, the Company announced that the Board of Directors authorized a $750.0 share repurchase program, which will commence immediately following the completion of the 2024 authorization, resulting in a cumulative $790.0 remaining under the current authorizations.
Cash Dividend Restrictions - The payment of cash dividends by the Company is principally dependent upon the amount of its insurance subsidiaries' statutory surplus available for dividend distribution. The insurance subsidiaries' ability to pay cash dividends to the parent company is in turn generally restricted by law or subject to approval of the insurance regulatory authorities. These authorities recognize only statutory accounting practices for determining financial condition, results of operations, and the ability of an insurer to pay dividends to its shareholders. Based on year-end 2025 data, the maximum amount of dividends that can be paid to the parent company by its insurance and a small number of non-insurance company subsidiaries during 2026 without the prior approval of appropriate regulatory authorities is approximately $984.8 . Ordinary cash dividends declared during 2025, 2024, and 2023 to the parent company by its subsidiaries amounted to $719.5 , $645.7 , and $673.3 , respectively. In addition to ordinary dividends, the Company's principal mortgage insurance subsidiaries, which were sold in 2024, sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $110.0 during 2023.
Cash Dividends - In addition to regular cash dividends, the Company's Board of Directors declared special cash dividends of $2.50 per share in December 2025 (paid on January 14, 2026) and $2.00 per share in December 2024 (paid on January 15, 2025).
Note 13 - Commitments and Contingent Liabilities
General - In the normal course of business, the Company and its subsidiaries are subject to various contingent liabilities, including, but not limited to, possible income tax assessments resulting from tax law interpretations or issues raised by taxing or regulatory authorities in their regular examinations, catastrophic claim occurrences not indemnified by reinsurers such as described in Note 6, or failure to collect all amounts on its investments or balances due from insureds and reinsurers. The Company does not have a basis for anticipating any significant losses or costs that could result from any known or existing contingencies.
Legal Proceedings - Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. At December 31, 2025, the Company had no material non-claim litigation exposures in its consolidated business.
Note 14 - Leases
Several of the Company's subsidiaries maintain their offices in leased premises. A number of these leases provide for the payment of real estate taxes, insurance, and other operating expenses. In addition, many of the subsidiaries also lease equipment for use in their businesses. Substantially all of the Company's leases are classified as operating leases.
The Company presents assets and liabilities related to leases with a term greater than 12 months within other assets and liabilities in the consolidated balance sheets. The established right of use asset and corresponding lease
81
liability was $169.3 and $, respectively, as of December 31, 2025, and $179.7 , and $, respectively, as of December 31, 2024.
In determining the lease liability, future lease payments are discounted at rates determined based on the type of underlying asset and remaining lease term. The weighted-average discount rate was 5.99 % and 5.80 % as of December 31, 2025 and 2024, respectively, with an average remaining lease term of 6.3 years and 6.6 years at December 31, 2025 and 2024, respectively. Total lease costs were $72.1 , $73.4 , and $76.3 in 2025, 2024, and 2023, respectively. Fixed lease payments for 2025, 2024, and 2023 were $58.0 , $59.0 , and $60.6 , respectively.
The following table presents a summary of future undiscounted lease payments as of the dates shown:
| As of December 31: | 2025 | 2024 | ||||||||||||
Year 1 | $ | $ | ||||||||||||
Year 2 | ||||||||||||||
Year 3 | ||||||||||||||
Year 4 | ||||||||||||||
Year 5 | ||||||||||||||
Thereafter | ||||||||||||||
Total | ||||||||||||||
Discount | ||||||||||||||
Lease Liability | $ | $ | ||||||||||||
Note 15 - Consolidated Quarterly Results - Unaudited
Old Republic's consolidated quarterly operating results for the two years ended December 31, 2025 and 2024 is presented in the following table. In management's opinion, however, quarterly operating results for insurance enterprises such as the Company are not indicative of results to be achieved in succeeding quarters or years. The long-term nature of the insurance business, seasonal and cyclical factors affecting premium production, the fortuitous nature and, at times, delayed emergence of claims, and changes in yields on invested assets are some of the factors necessitating a review of operating results, changes in shareholders' equity, and cash flows for periods of several years to obtain a proper indicator of performance trends. The information below should be read in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of Operations."
In management's opinion, normal recurring adjustments necessary for a fair statement of quarterly results have been reflected in the information which follows.
| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||||||||||||
| Year Ended December 31, 2025: | ||||||||||||||||||||||||||
| Operating Summary: | ||||||||||||||||||||||||||
| Net premiums, fees, and other income | $ | $ | $ | $ | ||||||||||||||||||||||
| Net investment income and investment gains (losses) | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Net income per share: | Basic | $ | $ | $ | $ | |||||||||||||||||||||
Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
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| 1st Quarter | 2nd Quarter | 3rd Quarter | 4th Quarter | |||||||||||||||||||||||
| Year Ended December 31, 2024: | ||||||||||||||||||||||||||
| Operating Summary: | ||||||||||||||||||||||||||
| Net premiums, fees, and other income | $ | $ | $ | $ | ||||||||||||||||||||||
| Net investment income and investment gains (losses) | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
Net income | $ | $ | $ | $ | ||||||||||||||||||||||
Net income per share: | Basic | $ | $ | $ | $ | |||||||||||||||||||||
Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Average shares outstanding: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
Note 16 - Segment Information
The Company is engaged in the business of insurance underwriting and related services. It conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. The Company's reportable segments are strategic business units that offer different types of insurance that are managed separately because the nature of each varies from a customer, distribution, and economic perspective. The results of the RFIG Run-off business, previously a reportable segment, are deemed immaterial and reflected within Corporate & Other through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business.
The Company does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals.
Specialty Insurance provides property and liability insurance primarily to commercial clients. Commercial auto is the largest type of coverage underwritten by Specialty Insurance, accounting for 42.1 % of the segment's net premiums earned in 2025. The remaining premiums written by Specialty Insurance are derived largely from a wide variety of coverages, including workers' compensation, property, general liability, general aviation, directors' and officers' indemnity, fidelity and surety indemnities, and home and auto warranties. Upon closing, the Company plans to report its recently announced acquisition, Everett Cash Mutual Insurance Co. and affiliated companies, which remains subject to regulatory and policyholder approval, within the Specialty Insurance segment.
Title Insurance consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policies insure against losses arising out of defects, liens, and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy.
The accounting policies of the Specialty Insurance and Title Insurance segments are the same as those described in the summary of significant accounting policies in Note 1. Inter-segment income and expense, if any, is eliminated. Income taxes are calculated on the basis of the taxable income of the individual entities within each segment.
Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the primary needs of the insurance subsidiaries' underwriting and related services business. In this view, the evaluation of periodic and long-term results excludes consideration of net investment gains (losses). Under GAAP, however, net income, inclusive of net investment gains (losses), is the measure of total profitability.
Although GAAP uses net income as the measure of total profitability, management uses net income excluding net investment gains (losses) (net operating income), a non-GAAP financial measure, in its evaluation of periodic and long-term results. In management's opinion, excluding investment gains (losses) from income provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations that are unrelated to the insurance operations. Net operating income, however, does not replace GAAP net income as a measure of total profitability. Furthermore, as described in more detail below, management considers the underwriting income component of segment operating income (alternatively measured via combined ratio results) to be the primary performance measure of the insurance operations within each segment.
The Company's chief operating decision maker (CODM) is its Chief Executive Officer. The CODM assesses performance for the Specialty Insurance and Title Insurance segments based primarily on underwriting results, as
83
measured by each segment's combined ratio. The combined ratio measures the Company's overall profitability from its underwriting activities and is derived by dividing loss and loss adjustment expenses, dividends to policyholders, and underwriting, acquisition, and other expenses by total premiums and fees earned in the tables that follow.
The combined ratio is utilized to perform benchmarking analysis with respect to the Company’s internally set objectives as well as its peer group and competitors. The CODM considers these analyses to determine whether to deploy more capital to fund growth within the segments, or conversely, deploy less capital to focus on underwriting profitability improvements. Furthermore, the combined ratio is a significant component in the establishment of management’s incentive compensation.
The contributions of Old Republic's reportable segments to consolidated totals are shown in the following tables.
| Year Ended December 31, 2025: | Specialty Insurance | Title Insurance | Corporate & Other (a) | Consolidation Elimination Adjustments (b) | Total | |||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
Net premiums written | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Net premiums earned | ||||||||||||||||||||||||||||||||
Title, escrow, and other fees | ||||||||||||||||||||||||||||||||
Total premiums and fees | ||||||||||||||||||||||||||||||||
Other income | ||||||||||||||||||||||||||||||||
Expenses (c): | ||||||||||||||||||||||||||||||||
Loss and loss adjustment expenses | ||||||||||||||||||||||||||||||||
Dividends to policyholders | ||||||||||||||||||||||||||||||||
Underwriting, acquisition, and other expenses: | ||||||||||||||||||||||||||||||||
Commissions | ||||||||||||||||||||||||||||||||
Insurance taxes, licenses, and fees | ||||||||||||||||||||||||||||||||
Subtotal | ||||||||||||||||||||||||||||||||
General expenses | ||||||||||||||||||||||||||||||||
Total underwriting, acquisition, and | ||||||||||||||||||||||||||||||||
other expenses | ||||||||||||||||||||||||||||||||
Segment underwriting income (loss) | ( | |||||||||||||||||||||||||||||||
Add: Net investment income | ( | |||||||||||||||||||||||||||||||
Less: Interest and other charges | ( | ( | ||||||||||||||||||||||||||||||
Segment pretax operating income (loss) | ( | |||||||||||||||||||||||||||||||
Income taxes (credits) on above | ( | |||||||||||||||||||||||||||||||
Net income (loss) excluding investment gains | ||||||||||||||||||||||||||||||||
(losses) | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Consolidated pretax investment gains (losses): | ||||||||||||||||||||||||||||||||
Realized from actual transactions and | ||||||||||||||||||||||||||||||||
impairments | ||||||||||||||||||||||||||||||||
Unrealized from changes in fair value of | ||||||||||||||||||||||||||||||||
equity securities | ( | |||||||||||||||||||||||||||||||
Income taxes on above | ||||||||||||||||||||||||||||||||
Net of tax investment gains | ||||||||||||||||||||||||||||||||
Total net income | ||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling | ||||||||||||||||||||||||||||||||
interests | ||||||||||||||||||||||||||||||||
Net income to shareholders | $ | |||||||||||||||||||||||||||||||
Segment and consolidated combined ratio | % | % | % | |||||||||||||||||||||||||||||
__________
(a) Includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries.
84
(c) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
| Year Ended December 31, 2024: | Specialty Insurance | Title Insurance | Corporate & Other (a) | Consolidation Elimination Adjustments (b) | Total | |||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
Net premiums written | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Net premiums earned | ||||||||||||||||||||||||||||||||
Title, escrow, and other fees | ||||||||||||||||||||||||||||||||
Total premiums and fees | ||||||||||||||||||||||||||||||||
Other income | ||||||||||||||||||||||||||||||||
Expenses (c): | ||||||||||||||||||||||||||||||||
Loss and loss adjustment expenses | ||||||||||||||||||||||||||||||||
Dividends to policyholders | ||||||||||||||||||||||||||||||||
Underwriting, acquisition, and other expenses: | ||||||||||||||||||||||||||||||||
Commissions | ||||||||||||||||||||||||||||||||
Insurance taxes, licenses, and fees | ||||||||||||||||||||||||||||||||
Subtotal | ||||||||||||||||||||||||||||||||
General expenses | ||||||||||||||||||||||||||||||||
Total underwriting, acquisition, and | ||||||||||||||||||||||||||||||||
other expenses | ||||||||||||||||||||||||||||||||
| Segment underwriting income (loss) | ( | |||||||||||||||||||||||||||||||
Add: Net investment income | ( | |||||||||||||||||||||||||||||||
Less: Interest and other charges | ( | ( | ||||||||||||||||||||||||||||||
Segment pretax operating income | ||||||||||||||||||||||||||||||||
Income taxes (credits) on above | ( | |||||||||||||||||||||||||||||||
Net income excluding investment gains (losses) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Consolidated investment gains (losses): | ||||||||||||||||||||||||||||||||
Realized from actual transactions and | ||||||||||||||||||||||||||||||||
impairments | ||||||||||||||||||||||||||||||||
Unrealized from changes in fair value of | ||||||||||||||||||||||||||||||||
equity securities | ( | |||||||||||||||||||||||||||||||
Income taxes on above | ||||||||||||||||||||||||||||||||
Net of tax investment gains | ||||||||||||||||||||||||||||||||
Total net income | ||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling | ||||||||||||||||||||||||||||||||
interests | ||||||||||||||||||||||||||||||||
Net income to shareholders | $ | |||||||||||||||||||||||||||||||
| Segment and consolidated combined ratio | % | % | % | |||||||||||||||||||||||||||||
__________
(a) Includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries.
(b) Includes intercompany financing arrangements between Old Republic's parent holding company and the Specialty Insurance group for which interest charges were $63.7 for the year ended December 31, 2024.
(c) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
85
| Year Ended December 31, 2023: | Specialty Insurance | Title Insurance | Corporate & Other (a) | Consolidation Elimination Adjustments (b) | Total | |||||||||||||||||||||||||||
Revenues: | ||||||||||||||||||||||||||||||||
Net premiums written | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Net premiums earned | ||||||||||||||||||||||||||||||||
Title, escrow, and other fees | ||||||||||||||||||||||||||||||||
Total premiums and fees | ||||||||||||||||||||||||||||||||
Other income | ||||||||||||||||||||||||||||||||
Expenses (c): | ||||||||||||||||||||||||||||||||
Loss and loss adjustment expenses | ( | |||||||||||||||||||||||||||||||
Dividends to policyholders | ||||||||||||||||||||||||||||||||
Underwriting, acquisition, and other expenses: | ||||||||||||||||||||||||||||||||
Commissions | ||||||||||||||||||||||||||||||||
Insurance taxes, licenses, and fees | ||||||||||||||||||||||||||||||||
Subtotal | ||||||||||||||||||||||||||||||||
General expenses | ||||||||||||||||||||||||||||||||
Total underwriting, acquisition, and | ||||||||||||||||||||||||||||||||
other expenses | ||||||||||||||||||||||||||||||||
Segment underwriting income (loss) | ( | |||||||||||||||||||||||||||||||
Add: Net investment income | ( | |||||||||||||||||||||||||||||||
Less: Interest and other charges | ( | ( | ||||||||||||||||||||||||||||||
Segment pretax operating income | ||||||||||||||||||||||||||||||||
Income taxes on above | ||||||||||||||||||||||||||||||||
Net income excluding investment gains (losses) | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Consolidated investment gains (losses): | ||||||||||||||||||||||||||||||||
Realized from actual transactions and | ||||||||||||||||||||||||||||||||
impairments | ( | |||||||||||||||||||||||||||||||
Unrealized from changes in fair value of | ||||||||||||||||||||||||||||||||
equity securities | ( | |||||||||||||||||||||||||||||||
Income tax credits on above | ( | |||||||||||||||||||||||||||||||
Net of tax investment losses | ( | |||||||||||||||||||||||||||||||
Total net income | ||||||||||||||||||||||||||||||||
Net income attributable to noncontrolling | ||||||||||||||||||||||||||||||||
interests | ||||||||||||||||||||||||||||||||
Net income to shareholders | $ | |||||||||||||||||||||||||||||||
| Segment and consolidated combined ratio | % | % | % | |||||||||||||||||||||||||||||
__________
(a) Includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries.
(b) Includes intercompany financing arrangements between Old Republic's parent holding company and the Specialty Insurance group for which interest charges were $76.5 for the year ended December 31, 2023.
(c) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
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| December 31: | 2025 | 2024 | ||||||||||||||||||
| Consolidated Assets: | ||||||||||||||||||||
| Specialty Insurance | $ | $ | ||||||||||||||||||
| Title Insurance | ||||||||||||||||||||
Total assets of Company segments | ||||||||||||||||||||
Corporate & Other (a) | ||||||||||||||||||||
Consolidation elimination adjustments (b) | ( | ( | ||||||||||||||||||
| Consolidated assets | $ | $ | ||||||||||||||||||
__________
(a) Includes a small life and accident insurance business, the parent holding company and several internal corporate services subsidiaries.
Note 17 - Subsequent Events
The Company evaluated subsequent events through the date the consolidated financial statements were issued. No subsequent events were identified that require adjustment or disclosure to the consolidated financial statements.
87
| Report of Independent Registered Public Accounting Firm | ||
To the Shareholders and Board of Directors
Old Republic International Corporation:
Old Republic International Corporation:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Old Republic International Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedules I to VI (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
88
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Estimate of liability for loss and loss adjustment expense reserves
As discussed in Note 1 to the consolidated financial statements, the Company estimates the liability for loss and loss adjustment expense reserves using a number of considerations to determine its best estimate of the cost of settling claims reported and claims incurred but not reported. The Company estimates the liability by applying expected loss ratios by line of business to the related earned premium revenue. The Company's liability for loss and loss adjustment expense reserves (reserves) as of December 31, 2025 was $14,775.7 million.
We identified the estimation of the liability for loss and loss adjustment expense reserves as a critical audit matter. The assessment of the estimates of the reserves involved a high degree of judgment due to the inherent uncertainty in determining certain assumptions, including expected loss ratios. The expected loss ratios used in the estimate may be affected by various internal and external considerations, including claim trends, premium rate trends and adequacy, interest rates, and social and economic trends. Specialized skills and knowledge were required to assess the Company's estimate of the reserves.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's process for estimating the liability for loss and loss adjustment expense reserves. This included controls related to the development of the expected loss ratios as well as comparison of the recorded reserves based on expected loss ratios to the Company's actuarially derived reserves. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
•Assessing the Company’s reserving methodologies by comparing to methods consistent with actuarial standards of practice
•Evaluating the Company’s estimates by developing independent analyses for certain reserve groups using the Company’s underlying historical claims data
•Developing an independent consolidated range of reserves for certain reserve groups based on actuarial methodologies and comparing to the Company’s recorded reserves
•Assessing year-over-year movements of the Company’s recorded reserves within the independently developed actuarial range.
/s/ KPMG LLP
We have served as the Company’s auditor since 2010.
February 26, 2026
89
Management's Responsibility for Financial Statements
Management is responsible for the preparation of the Company's consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements reasonably present the Company's financial condition and results of operations in conformity with generally accepted accounting principles. Management also has included in the Company's financial statements amounts that are based on estimates and judgments which it believes are reasonable under the circumstances.
The independent registered public accounting firm has advised that they audit the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, as stated in its reports, included herein.
The Board of Directors of the Company has an Audit Committee composed of nine non-management Directors. The committee meets periodically with financial management, the internal auditors and the independent registered public accounting firm to review accounting, control, auditing and financial reporting matters.
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A - Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company's principal executive officer and its principal financial officer have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based upon their evaluation, the principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective for the above referenced evaluation period.
Changes in Internal Control
During the three month period ended December 31, 2025, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025. KPMG LLP (PCAOB ID 185 ), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025. Their report is shown on page 89 in this Annual Report.
90
Item 9B - Other Information
During the quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
91
PART III
Item 10 - Directors, Executive Officers, and Corporate Governance
Information about our Executive Officers:
The following table sets forth certain information as of December 31, 2025, regarding the executive officers of the Company:
| Name | Age | Position | ||||||
| Thomas A. Dare | 64 | Senior Vice President, Secretary and General Counsel since January 2021; served as Deputy General Counsel from June 2017 to January 2021. | ||||||
| W. Todd Gray | 58 | Executive Vice President since May 2022; Senior Vice President and Treasurer since June 2018; Senior Vice President - Operations & Finance - Old Republic Specialty Insurance Group since September 2015. | ||||||
Jeffrey P. Lange | 55 | Senior Vice President - Underwriting and Distribution since August 2023; Chief Operating Officer of Old Republic Specialty Insurance Group since February 2022; Senior Vice President - Underwriting and Distribution of Old Republic Specialty Insurance Group from January 2018 to February 2022. | ||||||
| Carolyn Monroe | 67 | Senior Vice President – Title Insurance since August 2023; President and Chief Executive Officer of Old Republic National Title Holding Company and Old Republic National Title Insurance Company since December 2018 and January 2023, respectively, after joining in 2009. | ||||||
| Stephen J. Oberst | 58 | Executive Vice President since October 2019; Chief Executive Officer at Old Republic Risk Management, Inc. which he joined in 1999. | ||||||
| Craig R. Smiddy | 61 | President and Chief Executive Officer since June 2018 and October 2019, respectively; President and Chief Executive Officer of Old Republic Specialty Insurance Group since August 2015 and December 2019, respectively; Chief Operating Officer of Old Republic Specialty Insurance Group from August 2013 to December 2019. Prior to joining Old Republic, Mr. Smiddy was President of the Specialty Markets Division of Munich Reinsurance America, Inc. | ||||||
| Frank J. Sodaro | 57 | Senior Vice President and Chief Financial Officer since July 2021; served as Deputy Chief Financial Officer from June 2017 to July 2021. | ||||||
The term of office of each officer of the Company expires on the date of the annual meeting of the board of directors, which is generally held in May of each year. There is no family relationship between any of the executive officers named above. Each of these named officers have been employed in senior capacities with the Company and/or its subsidiaries for the past five years.
The Company will file with the Commission a definitive proxy statement pursuant to Regulation 14a in connection with its Annual Meeting of Shareholders currently scheduled to be held on May 21, 2026 (the Proxy Statement) within 120 days of December 31, 2025. A list of Directors appears on the "Signature" page of this report. Information required by this Item about the Company's directors is incorporated herein by reference to the information in the Company's Proxy Statement under the caption "2026 Director Nominees and Continuing Directors" in the section entitled "Item 1. Election of Directors." The information required by this Item about Section 16(a) compliance and the Audit Committee of the Company's Board of Directors is incorporated herein by reference to the information in the Company's Proxy Statement under the captions "Delinquent Section 16(a) Reports" and "The Board and Its Committees-Audit Committee," respectively, in the section entitled "Corporate Governance."
The Company has adopted a Securities Trading Policy setting forth policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, and the Company itself. The Company believes that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of the Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
The Company has adopted a Code of Business Conduct and Ethics (the code of ethics) that applies to all employees, including executive officers and directors. The code of ethics is available on the Governance section of
92
the Company's website at www.oldrepublic.com. Where permitted, disclosure of any waivers or amendments of the code of ethics will be made on the Company's website rather than by filing a current report on Form 8-K.
Item 11 - Executive Compensation
Information with respect to this Item is incorporated herein by reference to the information in the Company's Proxy Statement under the caption "Director Compensation" in the section entitled "Corporate Governance" and under the captions "Compensation Discussion and Analysis," "Compensation Committee Interlocks and Insider Participation," "Compensation Committee Report for 2025," "Executive Compensation Tables," and "CEO Pay Ratio Disclosure" in the section entitled "Executive Compensation."
Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to this Item is incorporated herein by reference to the information in the Company's Proxy Statement under the caption "Security Ownership of Certain Beneficial Owners, Directors, and Executive Officers" in the section entitled "Corporate Governance" and the information under the caption "Equity Compensation Plan Information" in the section entitled "Executive Compensation."
Item 13 - Certain Relationships and Related Transactions
Information with respect to this Item is incorporated herein by reference to the information in the Company's Proxy Statement under the captions "Procedures for the Approval of Related Person Transactions" and "Board of Directors Responsibilities and Independence" in the section entitled "Corporate Governance."
Item 14 - Principal Accountant Fees and Services
Information with respect to this Item is incorporated herein by reference to the information in the Company's Proxy Statement under the caption "External Audit Services" in the section entitled "Item 2: Ratification of the Selection of an Independent Registered Public Accounting Firm."
PART IV
Item 15 - Exhibits
Documents filed as a part of this report:
1. Financial statements: See Item 8, Index to Financial Statements.
2. See exhibit index on page 107 of this report.
3. Financial Statement Schedules.
93
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized (Name, Title or Principal Capacity, and Date).
(Registrant): Old Republic International Corporation
| By: | /s/ Craig R. Smiddy | 02/26/2026 | ||||||
Craig R. Smiddy, President, Chief Executive Officer, and Director | Date | |||||||
| By: | /s/ Frank J. Sodaro | 02/26/2026 | ||||||
| Frank J. Sodaro, Senior Vice President, | Date | |||||||
Chief Financial Officer, and | ||||||||
| Principal Accounting Officer | ||||||||
_____________________________________________________________________________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (Name, Title or Principal Capacity, and Date).
| /s/ Barbara A. Adachi | /s/ Peter B. McNitt | |||||||
| Barbara A. Adachi, Director* | Peter B. McNitt, Director* | |||||||
| /s/ Steven J. Bateman | /s/ Glenn W. Reed | |||||||
| Steven J. Bateman, Director* | Glenn W. Reed, Director* | |||||||
| /s/ Lisa J. Caldwell | /s/ Therace M. Risch | |||||||
| Lisa J. Caldwell, Director* | Therace M. Risch, Director* | |||||||
| /s/ Michael D. Kennedy | /s/ J. Eric Smith | |||||||
| Michael D. Kennedy, Director* | J. Eric Smith, Director* | |||||||
| /s/ Charles J. Kovaleski | /s/ Fredricka Taubitz | |||||||
| Charles J. Kovaleski, Director* | Fredricka Taubitz, Director* | |||||||
| /s/ Spencer LeRoy, III | /s/ Steven R. Walker | |||||||
| Spencer LeRoy, III, Director* | Steven R. Walker, Director* | |||||||
* By /s/ Craig R. Smiddy
Attorney-in-fact
Date: February 26, 2026
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| INDEX TO FINANCIAL STATEMENT SCHEDULES | ||||||||
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||||||
| Schedule | I - | Summary of Investments - Other than Investments in Related Parties as of December 31, 2025 | ||||||
| Schedule | II - | Condensed Financial Information of Registrant as of December 31, 2025 and 2024 and for the years ended December 31, 2025, 2024, and 2023 | ||||||
| Schedule | III - | Supplementary Insurance Information for the years ended December 31, 2025, 2024, and 2023 | ||||||
| Schedule | IV - | Reinsurance for the years ended December 31, 2025, 2024, and 2023 | ||||||
| Schedule | V - | Valuation and Qualifying Accounts for the years ended December 31, 2025, 2024, and 2023 | ||||||
| Schedule | VI - | Supplemental Information Concerning Property - Casualty Insurance Operations for the years ended December 31, 2025, 2024, and 2023 | ||||||
| Schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements, accompanying footnotes, or elsewhere herein. | ||||||||
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| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||||||||||||||||||
| SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES | ||||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||
| ($ in Millions) | ||||||||||||||||||||
| Column A | Column B | Column C | Column D | |||||||||||||||||
| Type of investment | Cost (a) | Fair Value | Amount at which shown in balance sheet | |||||||||||||||||
| Fixed income securities: | ||||||||||||||||||||
| United States Government and | ||||||||||||||||||||
| government agencies and authorities | $ | $ | $ | |||||||||||||||||
| Foreign government | ||||||||||||||||||||
| Corporate, industrial and all other | ||||||||||||||||||||
| $ | ||||||||||||||||||||
| Short-term investments | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Equity securities: | ||||||||||||||||||||
| Non-redeemable preferred stocks | $ | |||||||||||||||||||
| Common stocks: | ||||||||||||||||||||
| Banks, trusts and insurance companies | ||||||||||||||||||||
| Industrial, miscellaneous and all other | ||||||||||||||||||||
| $ | ||||||||||||||||||||
| Other investments | ||||||||||||||||||||
Total investments | $ | $ | ||||||||||||||||||
__________
(a) Represents original cost of equity securities, and as to fixed incomes, original cost reduced by repayments and adjusted for amortization of premium or accrual of discount.
| See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
96
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||||||||
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | |||||||||||
| BALANCE SHEETS | |||||||||||
| OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY) | |||||||||||
| ($ in Millions) | |||||||||||
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets: | |||||||||||
| Bonds and notes | $ | $ | |||||||||
| Short-term investments | |||||||||||
| Cash | |||||||||||
| Investments in, and indebtedness of related parties | |||||||||||
| Other assets | |||||||||||
Total assets | $ | $ | |||||||||
| Liabilities and Common Shareholders' Equity: | |||||||||||
| Liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Debt and debt equivalents | |||||||||||
| Indebtedness to affiliates and subsidiaries | |||||||||||
Total liabilities | |||||||||||
Common shareholders' equity: | |||||||||||
| Common stock | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ||||||||||
| Unallocated 401(k) plan shares (at cost) | ( | ( | |||||||||
Total shareholders' equity | |||||||||||
Total liabilities and shareholders' equity | $ | $ | |||||||||
See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
97
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||||||||||||||
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | |||||||||||||||||
| STATEMENTS OF INCOME | |||||||||||||||||
| OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY) | |||||||||||||||||
| ($ in Millions) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenues: | |||||||||||||||||
| Investment income from subsidiaries | $ | $ | $ | ||||||||||||||
| Real estate and other income | |||||||||||||||||
| Other investment income | |||||||||||||||||
Realized investment losses | ( | ||||||||||||||||
| Total revenues | |||||||||||||||||
| Expenses: | |||||||||||||||||
| Interest - subsidiaries | |||||||||||||||||
| Interest - other | |||||||||||||||||
| Real estate and other expenses | |||||||||||||||||
| General expenses, taxes and fees | |||||||||||||||||
| Total expenses | |||||||||||||||||
| Revenues, net of expenses | ( | ( | ( | ||||||||||||||
| Federal income taxes (credits) | ( | ( | ( | ||||||||||||||
Income (loss) before equity in earnings of subsidiaries | ( | ( | ( | ||||||||||||||
Equity in earnings (loss) of subsidiaries: | |||||||||||||||||
| Dividends received | |||||||||||||||||
Earnings (loss) in excess of dividends | ( | ||||||||||||||||
Net income | $ | $ | $ | ||||||||||||||
See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
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| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||||||||||||||
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | |||||||||||||||||
| STATEMENTS OF CASH FLOWS | |||||||||||||||||
| OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY) | |||||||||||||||||
| ($ in Millions) | |||||||||||||||||
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
Total net income | $ | $ | $ | ||||||||||||||
| Adjustments to reconcile net income to | |||||||||||||||||
| net cash provided by operating activities: | |||||||||||||||||
| Accounts receivable | ( | ||||||||||||||||
| Income taxes - net | ( | ||||||||||||||||
Excess of equity in (earnings) loss of subsidiaries | |||||||||||||||||
| over cash dividends received | ( | ( | |||||||||||||||
Realized investment losses | |||||||||||||||||
| Accounts payable, accrued expenses and other | ( | ( | |||||||||||||||
| Total | |||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
Purchase of fixed assets for Company use | ( | ( | ( | ||||||||||||||
Net repayment of notes to related parties | |||||||||||||||||
| Net decrease (increase) in short-term investments | ( | ||||||||||||||||
Investment in, and indebtedness of related parties - net | |||||||||||||||||
| Total | |||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Issuance of debentures and notes | |||||||||||||||||
Net repayment of notes and loans from related parties | ( | ( | ( | ||||||||||||||
| Issuance of common shares | |||||||||||||||||
| Redemption of debentures and notes | ( | ||||||||||||||||
| Dividends on common shares | ( | ( | ( | ||||||||||||||
Repurchase of common stock | ( | ( | ( | ||||||||||||||
| Other - net | ( | ( | |||||||||||||||
| Total | ( | ( | ( | ||||||||||||||
Increase in cash | |||||||||||||||||
| Cash, beginning of year | |||||||||||||||||
| Cash, end of year | $ | $ | $ | ||||||||||||||
See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
99
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||
| SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT | ||
| NOTES TO CONDENSED FINANCIAL STATEMENTS | ||
($ in Millions, Except Share Data) | ||
Note 1 - Summary of Significant Accounting Policies
Old Republic International Corporation's (the Company or Old Republic) condensed financial statements are presented in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP) and should be read in conjunction with the consolidated financial statements and accompanying footnotes of Old Republic International Corporation and Subsidiaries included in its Annual Report on Form 10-K.
Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.
Note 2 - Investments in Consolidated Subsidiaries
Old Republic International Corporation's investments in consolidated subsidiaries are reflected in the condensed financial statements in accordance with the equity method of accounting. Undistributed earnings in excess of dividends received are recorded as separate line items in the condensed statements of income.
Note 3 - Debt
On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875 % per year and mature on August 26, 2026.
On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850 % per year and mature on June 11, 2051.
On March 31, 2024, the Company completed a public offering of $400.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 5.750 % per year and mature on March 28, 2034.
Note 4 - Common Stock Repurchases
On March 1, 2024, the Company announced that the Board of Directors authorized a $1.1 billion share repurchase program (the 2024 authorization). Total shares repurchases, inclusive of taxes and fees, under this program for 2025 were 3.2 million shares for $124.7 (average price of $38.71 ). Following the close of the year and through February 19, 2026, the Company repurchased 1.6 million additional shares for $66.6 (average price of $40.13 ) leaving $40.0 remaining under the 2024 authorization.
On August 19, 2025, the Company announced that the Board of Directors authorized a $750.0 share repurchase program, which will commence immediately following the completion of the 2024 authorization, resulting in a cumulative $790.0 remaining under current authorizations.
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| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||
| SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION | ||||||||||||||||||||||||||||||||
| For the Years Ended December 31, 2025, 2024 and 2023 | ||||||||||||||||||||||||||||||||
| ($ in Millions) | ||||||||||||||||||||||||||||||||
| Column A | Column B | Column C | Column D | Column E | Column F | |||||||||||||||||||||||||||
| Segment | Deferred Policy Acquisition Costs | Loss and Loss Adjustment Expense Reserves | Unearned Premiums | Other Policyholders' Benefits and Funds | Premium Revenue | |||||||||||||||||||||||||||
| Year Ended December 31, 2025: | ||||||||||||||||||||||||||||||||
| Insurance Underwriting: | ||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Title Insurance | ||||||||||||||||||||||||||||||||
Corporate & Other (a) | ||||||||||||||||||||||||||||||||
Reinsurance Recoverable (b) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Year Ended December 31, 2024: | ||||||||||||||||||||||||||||||||
| Insurance Underwriting: | ||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Title Insurance | ||||||||||||||||||||||||||||||||
Corporate & Other (a) | ||||||||||||||||||||||||||||||||
Reinsurance Recoverable (b) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Year Ended December 31, 2023: | ||||||||||||||||||||||||||||||||
| Insurance Underwriting: | ||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Title Insurance | ||||||||||||||||||||||||||||||||
| Corporate & Other (a) | ||||||||||||||||||||||||||||||||
Reinsurance Recoverable (b) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
__________
(a) Includes amounts for the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.
(b) In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $7.5 billion, $6.7 billion, and $5.7 billion at December 31, 2025, 2024, and 2023, respectively. This accounting treatment does not have any effect on the Company's consolidated results of operations.
| See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
101
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||
| SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION | ||||||||||||||||||||||||||||||||
| For the Years Ended December 31, 2025, 2024 and 2023 | ||||||||||||||||||||||||||||||||
| ($ in Millions) | ||||||||||||||||||||||||||||||||
| Column A | Column G | Column H | Column I | Column J | Column K | |||||||||||||||||||||||||||
| Segment | Net Investment Income | Loss and Loss Adjustment Expenses | Amortization of Deferred Policy Acquisition Costs | Other Operating Expenses | Premiums Written | |||||||||||||||||||||||||||
| Year Ended December 31, 2025: | ||||||||||||||||||||||||||||||||
| Insurance Underwriting: | ||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Title Insurance | ||||||||||||||||||||||||||||||||
Corporate & Other (a) | ||||||||||||||||||||||||||||||||
Reinsurance Recoverable (b) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Year Ended December 31, 2024: | ||||||||||||||||||||||||||||||||
| Insurance Underwriting: | ||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Title Insurance | ||||||||||||||||||||||||||||||||
Corporate & Other (a) | ||||||||||||||||||||||||||||||||
Reinsurance Recoverable (b) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Year Ended December 31, 2023: | ||||||||||||||||||||||||||||||||
| Insurance Underwriting: | ||||||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Title Insurance | ||||||||||||||||||||||||||||||||
| Corporate & Other (a) | ( | |||||||||||||||||||||||||||||||
Reinsurance Recoverable (b) | ||||||||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
__________
(a) Includes amounts for the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.
(b) In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $7.5 billion, $6.7 billion, and $5.7 billion at December 31, 2025, 2024, and 2023, respectively. This accounting treatment does not have any effect on the Company's consolidated results of operations.
| See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
102
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | |||||||||||||||||||||||||||||
| SCHEDULE IV - REINSURANCE | |||||||||||||||||||||||||||||
| For the Years Ended December 31, 2025, 2024 and 2023 | |||||||||||||||||||||||||||||
| ($ in Millions) | |||||||||||||||||||||||||||||
| Column A | Column B | Column C | Column D | Column E | Column F | ||||||||||||||||||||||||
| Gross Amount | Ceded to Other Companies | Assumed from Other Companies | Net Amount | Percentage of Amount Assumed to Net | |||||||||||||||||||||||||
| Year Ended December 31, 2025: | |||||||||||||||||||||||||||||
| Life insurance in force | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Premium Revenues: | |||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Title Insurance | |||||||||||||||||||||||||||||
| Life and Health Insurance: | |||||||||||||||||||||||||||||
| Life insurance | |||||||||||||||||||||||||||||
| Accident and health insurance | |||||||||||||||||||||||||||||
| Total Life & Health Insurance | |||||||||||||||||||||||||||||
| Consolidating adjustments | ( | ( | |||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Year Ended December 31, 2024: | |||||||||||||||||||||||||||||
| Life insurance in force | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Premium Revenues: | |||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Title Insurance | |||||||||||||||||||||||||||||
| RFIG Run-off | |||||||||||||||||||||||||||||
| Life and Health Insurance: | |||||||||||||||||||||||||||||
| Life insurance | |||||||||||||||||||||||||||||
| Accident and health insurance | |||||||||||||||||||||||||||||
| Total Life & Health Insurance | |||||||||||||||||||||||||||||
| Consolidating adjustments | ( | ( | |||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Year Ended December 31, 2023: | |||||||||||||||||||||||||||||
| Life insurance in force | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Premium Revenues: | |||||||||||||||||||||||||||||
| Specialty Insurance | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| Title Insurance | |||||||||||||||||||||||||||||
| RFIG Run-off | |||||||||||||||||||||||||||||
| Life and Health Insurance: | |||||||||||||||||||||||||||||
| Life insurance | |||||||||||||||||||||||||||||
| Accident and health insurance | |||||||||||||||||||||||||||||
| Total Life & Health Insurance | |||||||||||||||||||||||||||||
| Consolidating adjustments | ( | ( | |||||||||||||||||||||||||||
| Consolidated | $ | $ | $ | $ | % | ||||||||||||||||||||||||
| See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
103
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||||||||||||||||||||||||||||||||
| SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||||||||||||||
| For the Years Ended December 31, 2025, 2024 and 2023 | ||||||||||||||||||||||||||||||||
| ($ in Millions) | ||||||||||||||||||||||||||||||||
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||||||||||||||
| Year Ended December 31, 2025: | ||||||||||||||||||||||||||||||||
| Deducted from Asset Accounts: | ||||||||||||||||||||||||||||||||
| Reserve for credit losses | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Year Ended December 31, 2024: | ||||||||||||||||||||||||||||||||
| Deducted from Asset Accounts: | ||||||||||||||||||||||||||||||||
| Reserve for credit losses | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Year Ended December 31, 2023: | ||||||||||||||||||||||||||||||||
| Deducted from Asset Accounts: | ||||||||||||||||||||||||||||||||
| Reserve for credit losses | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
104
| OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES | ||
| SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING | ||
| PROPERTY-CASUALTY INSURANCE OPERATIONS | ||
| For the Years Ended December 31, 2025, 2024 and 2023 | ||
| ($ in Millions) | ||
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||||||||
Affiliation With Registrant (a) | Deferred Policy Acquisition Costs | Loss and Loss Adjustment Expense Reserves (b) | Discount, If Any, Deducted in Column C | Unearned Premiums (b) | ||||||||||||||||||||||
| Year Ended December 31: | ||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
| Column A | Column F | Column G | Column H | |||||||||||||||||||||||
| Net Investment Income | Loss and Loss Adjustment Expenses Incurred Related to | |||||||||||||||||||||||||
Affiliation With Registrant (a) | Earned Premiums | Current Year | Prior Years | |||||||||||||||||||||||
| Year Ended December 31: | ||||||||||||||||||||||||||
| 2025 | $ | $ | $ | $ | ( | |||||||||||||||||||||
| 2024 | ( | |||||||||||||||||||||||||
| 2023 | ( | |||||||||||||||||||||||||
| Column A | Column I | Column J | Column K | |||||||||||||||||||||||
Affiliation With Registrant (a) | Amortization of Deferred Policy Acquisition Costs | Paid Loss and Loss Adjustment Expenses | Premiums Written | |||||||||||||||||||||||
| Year Ended December 31: | ||||||||||||||||||||||||||
| 2025 | $ | $ | $ | |||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| 2023 | ||||||||||||||||||||||||||
__________
(a) Includes consolidated property-casualty entities.
(b) See note (b) to Schedule III.
| See accompanying Report of Independent Registered Public Accounting Firm and Notes to Condensed Financial Statements. | ||||||||
105
| EXHIBIT INDEX | |||||||||||
| An index of exhibits required by Item 601 of Regulation S-K follows: | |||||||||||
| (3) | Articles of incorporation and by-laws. | ||||||||||
| (A) | * | Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's Form 10-Q filed August 7, 2023). | |||||||||
| (B) | * | Amended and Restated By-laws. (Exhibit 3.1 to Registrant's Form 8-K filed January 9, 2024). | |||||||||
| (4) | Instruments defining the rights of security holders, including indentures. | ||||||||||
| (A) | * | Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) to Registrant's Form 8 dated August 28, 1987). | |||||||||
| (B) | * | Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee (refiled as Exhibit 4.1 to Registrant's Form 8-K filed April 22, 2009). | |||||||||
| (C) | * | Supplemental Indenture No. 1 dated as of June 15, 1997, supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form 8-A filed June 16, 1997). | |||||||||
| (D) | * | Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form S-3/A filed January 7, 1998). | |||||||||
(E) | * | Sixth Supplemental Indenture dated as of August 26, 2016 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed August 26, 2016). | |||||||||
(F) | * | Seventh Supplemental Indenture dated as of June 11, 2021 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed June 8, 2021). | |||||||||
(G) | * | Eighth Supplemental Indenture dated as of March 28, 2024, between the Company and Wilmington Trust Company, as trustee (including the form of Notes). (Exhibit 4.1 to Registrant's Form 8-K filed March 28, 2024). | |||||||||
(H) | * | Description of Common Stock of the Registrant (Exhibit 4(H) to Registrant's Form 10-K filed February 24, 2023). | |||||||||
| (10) | Material contracts. | ||||||||||
| ** | (A) | * | Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant's Annual Report on Form 10-K for 2018). | ||||||||
| ** | (B) | * | Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2014). | ||||||||
| ** | (C) | * | Old Republic International Corporation 2016 Incentive Compensation Plan. (Exhibit 99.1 to Registrant's Form 8-K filed May 28, 2015). | ||||||||
| ** | (D) | * | Forms of Agreement for Old Republic International Corporation to use as a Sign-On Restricted Stock Award or as a Restricted Stock Award for awards granted to certain employees or officers of the Registrant or its Subsidiaries. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2017). | ||||||||
| ** | (E) | * | Old Republic International Corporation 2022 Incentive Compensation Plan. (Exhibit 10.1 to Registrant's Form 8-K filed May 31, 2022). | ||||||||
| ** | (F) | * | Amendment to the Old Republic International Corporation 2022 Incentive Compensation Plan. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2024). | ||||||||
| ** | (G) | * | Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.2 to Registrant's Form 8-K filed May 31, 2022). | ||||||||
106
(Exhibit Index, Continued)
| ** | (H) | * | Form of Stock Option Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.3 to Registrant's Form 8-K filed March 8, 2024) (2024 Form). | ||||||||
| ** | (I) | * | Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan) (2025 Form). (Exhibit 10(I) to Registrant's Annual Report on Form 10-K for 2024). | ||||||||
| ** | (J) | * | Old Republic International Corporation Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.3 to Registrant's Form 8-K filed May 31, 2022). | ||||||||
| ** | (K) | * | Old Republic International Corporation 2023 Cash Incentive Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 21, 2023). | ||||||||
| ** | (L) | * | Form of Award Agreement for Old Republic International Corporation 2023 Cash Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 21, 2023). | ||||||||
| ** | (M) | * | Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2018.) | ||||||||
(N) | * | Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2013). | |||||||||
| ** | (O) | Old Republic International Corporation Nonqualified Deferred Compensation Plan, amended and restated effective January 1, 2026. | |||||||||
| ** | (P) | * | Form of Restricted Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 8, 2024). | ||||||||
| ** | (Q) | * | Form of Performance-Based Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 8, 2024). | ||||||||
| ** | (R) | * | Form of Non-Employee Director Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10(R) to Registrant's Annual Report on Form 10-K for 2024). | ||||||||
| (19) | Old Republic International Corporation Securities Trading Policy. | ||||||||||
| (21) | Subsidiaries of the registrant. | ||||||||||
| (23.1) | Consent of KPMG LLP. | ||||||||||
| (24) | Powers of attorney. | ||||||||||
| (31.1) | Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| (31.2) | Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| (32.1) | Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| (32.2) | Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||||||||||
| (97) | * | Old Republic International Corporation Compensation Recovery Policy (Exhibit 97 to Registrant's Form 10-K filed February 28, 2023). | |||||||||
| (101.INS) | XBRL Instance Document - The instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
107
(Exhibit Index, Continued)
| (101.SCH) | XBRL Taxonomy Extension Schema | ||||||||||
| (101.CAL) | XBRL Taxonomy Extension Calculation Linkbase | ||||||||||
| (101.DEF) | XBRL Taxonomy Extension Definition Linkbase | ||||||||||
| (101.LAB) | XBRL Taxonomy Extension Label Linkbase | ||||||||||
| (101.PRE) | XBRL Taxonomy Extension Presentation Linkbase | ||||||||||
* Exhibit incorporated herein by reference.
** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
108
FAQ
How did Old Republic International (ORI) perform financially in 2025?
Old Republic delivered higher 2025 revenues and earnings, with consolidated revenues of $9,136.3 million and pretax income of $1,184.0 million. Growth came from both Specialty and Title Insurance, plus stronger investment income compared with 2024 and 2023.
How important is the Specialty Insurance segment to ORI’s 2025 results?
Specialty Insurance is ORI’s main profit driver, posting 2025 revenues of $5,990.9 million and pretax income of $900.0 million. Net premiums earned reached $5,184.8 million with a combined ratio of 93.2%, reflecting profitable underwriting across commercial auto, workers’ compensation, property, and liability.
What were Old Republic’s underwriting metrics and combined ratios in 2025?
In 2025, Specialty Insurance recorded a loss ratio of 63.9% and expense ratio of 29.3%, for a combined ratio of 93.2%. Title Insurance posted a loss ratio of 2.2% and expense ratio of 95.4%, yielding a combined ratio of 97.6% on net premiums and fees.
How did ORI’s investment portfolio contribute to 2025 results?
Investment income is a key earnings source, with ORI reporting $708.7 million of net investment income in 2025, up from prior years. The portfolio is roughly 85% fixed income and short‑term investments and 15% equities, emphasizing investment‑grade securities and long‑term stability.
What were Old Republic’s total assets and capital position at year-end 2025?
Total consolidated assets were $29,862.7 million as of December 31, 2025. Each insurance subsidiary exceeded minimum statutory capital and surplus requirements, supporting regulatory compliance and the ability to write business while paying upstream dividends to the holding company.
How has ORI’s stock performed versus the S&P 500 over five years?
A $100 investment in ORI on December 31, 2020 grew to $341.28 by December 31, 2025, assuming reinvested dividends. Over the same period, the S&P 500 comparator rose from $100.00 to $196.16, and ORI also outpaced a selected insurance peer group.
What key risks does Old Republic highlight in its 2025 annual report?
ORI cites reserving uncertainty, pricing risk, investment market volatility, counterparty and reinsurance credit risk, heavy regulation, technology and cybersecurity threats, climate change exposure, and segment-specific issues in Specialty and Title Insurance, any of which could adversely affect future financial condition and results.
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Dec 12, 2025
OLD REPUBLIC ANNOUNCES SPECIAL DIVIDEND