Old Republic (NYSE: ORI) okays $750M buyback after $1.10B plan

Rhea-AI Filing Summary

Old Republic International Corporation reported that its Board of Directors has authorized a new $750 million share repurchase program. This program will begin once the company completes its existing $1.10 billion share repurchase program that was announced on March 1, 2024.

The announcement was made through a press release dated August 19, 2025, which is included as an exhibit. The disclosure is furnished under Regulation FD, meaning it is intended to provide broad, fair information to the market without being treated as filed financial statements.

Insights

Equity Capital Allocation Analyst

Board authorizes a new $750 million share repurchase program following a prior $1.10 billion plan.

Old Republic International Corporation has authorized a new share repurchase program of up to $750 million. The company states that this program will commence immediately after the completion of its existing $1.10 billion repurchase program announced on March 1, 2024, indicating continued use of buybacks as a capital deployment tool.

Because the new authorization follows a very large ongoing program, it signals that the Board currently sees value in continuing repurchases rather than reallocating this capital elsewhere. However, the actual effect depends on future execution, including the pace and pricing of any repurchases the company may undertake under these authorizations.

The disclosure is furnished under Regulation FD as of August 19, 2025, via an attached press release, and does not by itself change reported earnings or balance sheet figures. Future periodic reports will show the extent to which these authorized amounts translate into completed share repurchases.

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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) August 19, 2025

OLD REPUBLIC INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-10607

36-2678171

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

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 7.01. Regulation FD Disclosure

On August 19, 2025, Old Republic International Corporation (the “Company”) issued a press release announcing that the Company’s Board of Directors authorized a new $750 million share repurchase program which will commence immediately following completion of the Company’s $1.10 billion share repurchase program announced on March 1, 2024. The full text of this press release is included as Exhibit 99.1 hereto.

The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits
Exhibit No.			Description
99.1			Press Release dated August 19, 2025
104			Cover page Interactive Data file (embedded within Inline XBRL document)

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: August 19, 2025			By: /s/   Thomas A. Dare
						Thomas A. Dare
						Senior Vice President,
						Secretary and General Counsel

FAQ

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

Old Republic International Corporation announced that its Board of Directors authorized a new $750 million share repurchase program, to begin after the company completes its existing $1.10 billion repurchase program.

How large is Old Republic International’s new share repurchase program?

The new share repurchase program authorized by Old Republic International’s Board is for up to $750 million of the company’s shares.

When will Old Republic International’s new $750 million buyback program start?

The new $750 million share repurchase program will commence immediately following completion of Old Republic International’s existing $1.10 billion share repurchase program announced on March 1, 2024.

Under which item of Form 8-K did Old Republic (ORI) disclose the new repurchase authorization?

Old Republic International disclosed the new share repurchase authorization under Item 7.01, Regulation FD Disclosure of its Form 8-K.

What exhibit is included with Old Republic International’s 8-K about the share repurchase program?

The filing includes Exhibit 99.1, which is a press release dated August 19, 2025, describing the new $750 million share repurchase program.

Is the information about Old Republic’s buyback program considered filed or furnished?

The company states that the information provided under Item 7.01, including Exhibit 99.1, is being furnished and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.