Old Republic (NYSE: ORI) to issue 955,903 shares for ECM Group acquisition
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Old Republic International Corporation is moving forward with its acquisition of the ECM Insurance Company group after members of Everett Cash Mutual Insurance Co. approved converting ECM from a mutual insurer to a stock company. As part of the transaction, Old Republic completed a subscription offering of its common stock to certain ECM members, employees, and non-employee directors.
Old Republic received approximately $24,667,369 in cash through the sale of shares at $25.8025 per share, a 35.00% discount to the $39.6961 volume-weighted average trading price for the 10 trading days ending June 29, 2026. Upon filing ECM’s amended and restated incorporation documents on July 1, 2026, Old Republic will deliver up to 955,903 shares of common stock and complete the acquisition of the ECM Group.
Positive
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Negative
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Insights
Old Republic funds ECM acquisition with a targeted equity subscription at a set discount.
Old Republic International is acquiring the ECM Group following member approval of ECM’s conversion from mutual to stock form. To support the deal, the company sold common shares on a subscription basis to selected ECM stakeholders, aligning them as shareholders in the combined enterprise.
The offering raised about $24,667,369 at $25.8025 per share, a fixed 35.00% discount to a 10‑day volume‑weighted average price of $39.6961. The structure concentrates participation among ECM members, employees, and non‑employee directors rather than broad public investors.
Upon filing ECM’s amended and restated incorporation documents on July 1, 2026, Old Republic plans to deliver up to 955,903 shares of common stock and close the ECM Group acquisition. Subsequent company filings may provide more detail on ECM’s financial contribution and integration within Old Republic’s specialty insurance operations.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Subscription proceeds: $24,667,369
Subscription price: $25.8025 per share
VWAP reference price: $39.6961 per share
+3 more
6 metrics
Subscription proceeds
$24,667,369
Cash raised through ECM-related share subscription offering
Subscription price
$25.8025 per share
Price for Old Republic common stock in ECM offering
VWAP reference price
$39.6961 per share
10-day volume-weighted average trading price ending June 29, 2026
Discount to VWAP
35.00%
Discount used to set subscription share price
Maximum shares to be delivered
955,903 shares
Maximum Old Republic common shares for ECM subscription offering
Conversion effective date
July 1, 2026
Planned filing of ECM’s amended and restated incorporation documents
Key Terms
Regulation FD Disclosure, Plan of Conversion, mutual insurance company, volume-weighted average trading price, +1 more
5 terms
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure On June 30, 2026, Old Republic International Corporation"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Plan of Conversion regulatory
"Pursuant to the terms of the Plan of Conversion, upon the filing of ECM’s amended"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
mutual insurance company financial
"the conversion of ECM from a mutual insurance company to a stock insurance company named ECM Insurance Company"
A mutual insurance company is an insurer owned by its policyholders instead of outside shareholders, so profits are typically returned to customers through lower premiums, policyholder dividends, or improved benefits. Because it operates more like a cooperative — prioritizing long-term stability and customer value over quarterly returns — it can offer conservative management and steadier underwriting, which matters to investors assessing a company’s growth prospects, capital flexibility and risk profile.
volume-weighted average trading price financial
"discount to the volume-weighted average trading price of $39.6961 for the 10-trading day period"
Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.
subscription basis financial
"offering of shares of its common stock for cash on a subscription basis to certain of the ECM members"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported) June 30, 2026
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):
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 whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01. Regulation FD Disclosure
On June 30, 2026, Old Republic International Corporation (“ORI”) announced the results of the special meeting of the members of Everett Cash Mutual Insurance Co. (“ECM”) at which members approved, among other matters, the conversion of ECM from a mutual insurance company to a stock insurance company named ECM Insurance Company and the acquisition of ECM Insurance Company and its subsidiaries (the “ECM Group”) by Old Republic. In addition, ORI completed its offering of shares of its common stock for cash on a subscription basis to certain of the ECM members, employees, and non-employee directors. ORI received subscriptions for approximately $24,667,369.00 through the sale of shares at a purchase price of $25.8025 per share, which represented a 35.00% discount to the volume-weighted average trading price of $39.6961 for the 10-trading day period ending Monday, June 29, 2026.
Pursuant to the terms of the Plan of Conversion, upon the filing of ECM’s amended and restated certificate of incorporation with the Secretary of State of Pennsylvania on July 1, 2026, will ORI deliver up to 955,903 shares of its common stock, which represents the maximum number of shares to be sold in the offering, and complete its acquisition of the ECM Group.
The full text of the press release announcing this transaction is included as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits | |||||
| Exhibit Number | Exhibit Description | ||||
99.1 | Press Release | ||||
SIGNATURES
Pursuant to the requirements 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.
| OLD REPUBLIC INTERNATIONAL CORPORATION | ||||||||
| Registrant | ||||||||
| Date: June 30, 2026 | By: /s/ Thomas A. Dare | |||||||
| Thomas A. Dare | ||||||||
| Senior Vice President, | ||||||||
| Secretary and General Counsel | ||||||||
NEWS RELEASE OLD REPUBLIC ANNOUNCES RESULTS OF THE SPECIAL MEETING OF MEMBERS OF EVERETT CASH MUTUAL INSURANCE CO. CHICAGO – June 30, 2026 – Old Republic International Corporation (NYSE: ORI) – today announced the results of the special meeting of the members of Everett Cash Mutual Insurance Co. (“ECM”) held this morning at which members approved, among other matters, the conversion of ECM from a mutual insurance company to a stock insurance company named ECM Insurance Company and the acquisition of ECM Insurance Company and its subsidiaries (the “ECM Group”) by Old Republic. In addition, Old Republic completed its offering of shares of its common stock for cash on a subscription basis to certain of the ECM members, employees, and non-employee directors. Old Republic received subscriptions of approximately $25 million through the sale of shares at a purchase price of $25.80 per share, which represented a 35.0% discount to the volume-weighted average trading price of $39.70 for the 10-trading day period ending June 29, 2026. Pursuant to the terms of the Plan of Conversion, upon the filing of ECM’s amended and restated articles of incorporation with the Secretary of State of the Commonwealth of Pennsylvania on July 1, 2026, Old Republic will deliver up to approximately 956 thousand shares of its common stock, which represents the maximum number of shares to be sold in the offering, and complete its acquisition of the ECM Group. Old Republic President & CEO Craig R. Smiddy commented, “We are excited to welcome the ECM Group and its employees and customers to Old Republic. ECM has built a strong reputation over many decades serving the commercial agricultural market with deep expertise and a commitment to disciplined underwriting. Those attributes are at the core of our specialty strategy, and we are excited about the opportunities ahead as we work together to build on that foundation.” About Old Republic Old Republic is a leading specialty insurer that operates diverse property & casualty and title insurance companies. Founded in 1923 and a member of the Fortune 500®, we are a leader in underwriting and risk management services for business partners across the United States and Canada. Our specialized operating companies o er significant expertise in their fields, enabling us to provide tailored solutions that set us apart. For more information, please visit www.oldrepublic.com. At Old Republic: At Financial Relations Board: Craig R. Smiddy: President and Chief Executive Officer Investors: Joe Calabrese/jcalabrese@mww.com
FAQ
What transaction did Old Republic International (ORI) announce involving Everett Cash Mutual Insurance Co. (ECM)?
Old Republic announced that ECM members approved converting ECM from a mutual insurer to a stock company and the acquisition of ECM Insurance Company and its subsidiaries by Old Republic, completing the transition of the ECM Group into Old Republic’s insurance platform.
When is Old Republic (ORI) expected to complete its acquisition of the ECM Group?
Old Republic plans to complete the ECM Group acquisition upon filing ECM’s amended and restated incorporation documents on July 1, 2026. At that time, the company will deliver up to 955,903 common shares and finalize the conversion and acquisition steps.