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Old Republic (NYSE: ORI) prices $700M 5.700% senior notes due 2036

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8-K

Rhea-AI Filing Summary

Old Republic International Corporation has priced a registered underwritten public offering of $700,000,000 of 5.700% Senior Notes due June 1, 2036. The notes pay interest semi-annually each June 1 and December 1, starting December 1, 2026, under an existing indenture with Wilmington Trust Company as trustee.

Before March 1, 2036, the notes are redeemable at the greater of 100% of principal or a make-whole amount based on the Treasury Rate plus 20 basis points, plus accrued interest. On and after March 1, 2036, they are redeemable at 100% of principal plus accrued interest, and the indenture includes customary covenants and acceleration provisions on default or insolvency.

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Insights

$700M 10-year senior notes add long-term funding at fixed 5.700%.

Old Republic International Corporation is issuing $700,000,000 of 5.700% Senior Notes maturing on June 1, 2036. This extends debt duration at a fixed rate, which can stabilize interest expense over time relative to floating-rate funding.

The notes include standard acceleration terms if specified events of default or insolvency occur, which is typical for investment-grade style indentures. Redemption mechanics allow make-whole calls before the Par Call Date and par redemption afterward, giving the issuer flexibility if rates or funding needs change.

Key variables for assessing impact are the company’s existing leverage, coverage ratios, and how these proceeds fit within its broader capital and funding strategy. Those details would be evaluated alongside this issuance in future financial statements and related disclosures.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior Notes principal $700,000,000 Aggregate principal amount of 5.700% Senior Notes
Coupon rate 5.700% per annum Interest rate on Senior Notes
Maturity date June 1, 2036 Senior Notes maturity
First interest payment December 1, 2026 First semi-annual interest payment date
Par Call Date March 1, 2036 Date after which redemption at par is allowed
Make-whole spread 20 basis points Treasury Rate spread used in pre-Par Call redemption price
Senior Notes financial
"public offering of 5.700% Senior Notes due 2036 in the aggregate principal amount of $700,000,000"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Company issued the Notes under an indenture dated as of August 15, 1992"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Ninth Supplemental Indenture financial
"as supplemented by a ninth supplemental indenture dated as of May 18, 2026"
Par Call Date financial
"Prior to March 1, 2036 (the date that is three months prior to the maturity date of the Notes) (the “Par Call Date”)"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
Treasury Rate financial
"discounted to the redemption date ... at the Treasury Rate (as defined in the Final Prospectus) plus 20 basis points"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.
basis points financial
"at the Treasury Rate (as defined in the Final Prospectus) plus 20 basis points"
Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.
Understanding 8-K Material Events →
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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) May 13, 2026

 

OLD REPUBLIC INTERNATIONAL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware   001-10607   36-2678171
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

307 North Michigan Avenue Chicago Illinois 60601

 

(Address of principal executive offices) (Zip Code)

 

(312) 346-8100

 

(Registrant’s telephone number, including area code)

 

N /A

 

(Former name or former address, if changed since last report)  

 

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):

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock / $1 par value   ORI   New York Stock Exchange

 

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 1.01. Entry into a Material Definitive Agreement.

 

On May 13, 2026 Old Republic International Corporation (the “Company”) priced a registered underwritten public offering of 5.700% Senior Notes due 2036 in the aggregate principal amount of $700,000,000 (the “Notes”) to be sold pursuant to an underwriting agreement that was entered into among the Company, and Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein, dated May 13, 2026 (the “Underwriting Agreement”).

 

The Notes were registered pursuant to a registration statement on Form S-3 (No. 333-277713) filed on March 6, 2024 (the “Registration Statement”), a preliminary prospectus supplement dated May 13, 2026 (the “Preliminary Prospectus”), and a final prospectus supplement dated May 13, 2026 (the “Final Prospectus”), each filed with the Securities and Exchange Commission (“SEC”) by the Company under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Company issued the Notes under an indenture dated as of August 15, 1992 (the “Base Indenture”), as supplemented by a ninth supplemental indenture dated as of May 18, 2026 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between the Company and Wilmington Trust Company, as trustee (the “Trustee”). The Base Indenture was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2009. The Ninth Supplemental Indenture (including the form of Notes) is filed as Exhibit 4.1 hereto. The terms of the Indenture and the Notes issued pursuant to the Indenture are described in the sections of the Preliminary Prospectus and Final Prospectus relating to the Notes entitled “Description of Notes,” which is incorporated herein by reference. The following description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the detailed provisions of the Base Indenture and the Ninth Supplemental Indenture.

 

The Notes bear interest at a rate of 5.700% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on June 1, 2036, unless earlier repurchased by the Company.

 

The Indenture contains customary terms and covenants, including that upon certain events of ‎default occurring and continuing, either the Trustee or the holders of not less than 25% in ‎aggregate principal amount of the Notes then outstanding may declare the entire principal ‎amount of all the Notes, and the interest accrued on such Notes, if any, to be immediately due ‎and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating ‎to the Company, the principal amount of the Notes together with any accrued and unpaid ‎interest thereon will automatically be and become immediately due and payable.‎

 

Prior to March 1, 2036 (the date that is three months prior to the maturity date of the Notes) (the “Par Call Date”), the Notes will be redeemable at a redemption price equal to the greater of (i) ‎‎100% of the principal amount of the Notes to be redeemed, or (ii) (a) ‎the sum of the present values of the remaining scheduled payments of principal and interest thereon ‎discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-‎annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Final Prospectus) plus ‎‎20 basis points, less (b) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon to but excluding the redemption date.‎ On and after the Par Call Date, the Notes will be redeemable at a redemption price equal to 100% of the ‎principal amount of the Notes to be redeemed plus accrued and unpaid interest up to but excluding the redemption date.‎

  

 1 

 

  

In connection with the issuance and sale by the Company of the Notes as described above, the following exhibits are filed herewith and are incorporated by reference into the Registration Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Ninth Supplemental Indenture and form of Notes (Exhibit 4.1 to this Current Report), and (iii) the legal opinion and consent of Troutman Pepper Locke LLP related to the Notes (Exhibits 5.1 and 23.1 to this Current Report).

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by Item 2.03 relating to the Notes and the Indenture is contained in Item 1.01 above and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

1.1  Underwriting Agreement dated May 13, 2026, among the Company, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC.
4.1  Ninth Supplemental Indenture dated as of May 18, 2026, between the Company and Wilmington Trust Company, as trustee (including the form of Notes)
5.1  Opinion of Troutman Pepper Locke LLP
23.1  Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)
    
(d) Exhibits
 
104  Cover page Interactive Data file (embedded within Inline XBRL document)

 

 2 

 

 

SIGNATURE

 

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: May 18, 2026 By: /s/ Thomas A. Dare
   

Thomas A. Dare

Senior Vice President, General Counsel and Secretary

 

 3 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Old Republic International Corporation (ORI) announce in this 8-K?

Old Republic International Corporation announced a registered underwritten public offering of 5.700% Senior Notes due 2036 with an aggregate principal amount of $700,000,000. The notes were priced on May 13, 2026 and issued under the company’s existing shelf registration.

What are the key terms of Old Republic (ORI) 5.700% Senior Notes due 2036?

The 5.700% Senior Notes bear interest at 5.700% per year, payable semi-annually on June 1 and December 1, starting December 1, 2026. The notes mature on June 1, 2036 and are issued in an aggregate principal amount of $700,000,000.

How can Old Republic (ORI) redeem the 5.700% Senior Notes before maturity?

Before March 1, 2036, Old Republic may redeem the notes at the greater of 100% of principal or a make-whole amount based on the Treasury Rate plus 20 basis points, plus accrued interest. This structure compensates noteholders if the issuer calls the debt early.

What is the Par Call Date on Old Republic’s 2036 Senior Notes and why does it matter?

The Par Call Date is March 1, 2036, three months before maturity. From that date onward, Old Republic may redeem the notes at 100% of principal plus accrued interest, simplifying redemption economics compared with the earlier make-whole call formula.

Which institutions are underwriting Old Republic (ORI) $700 million Senior Notes offering?

Morgan Stanley & Co. LLC and PNC Capital Markets LLC are acting as representatives of the several underwriters for Old Republic’s $700,000,000 5.700% Senior Notes due 2036. The underwriting agreement was dated May 13, 2026 and supports the registered public offering.

Under what indenture are Old Republic (ORI) 5.700% Senior Notes issued?

The notes are issued under a base indenture dated August 15, 1992, as supplemented by a Ninth Supplemental Indenture dated May 18, 2026, between Old Republic International Corporation and Wilmington Trust Company as trustee. The supplemental indenture sets specific terms for this series.

Filing Exhibits & Attachments

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