Old Republic (NYSE: ORI) director logs 1,918 RSUs, tax share move

Rhea-AI Filing Summary

Old Republic International director Peter McNitt reported equity compensation and a related tax transaction in company common stock. On January 29, 2026, he acquired 1,918 shares at $0, reflecting restricted stock units that vest one year after the grant date. On the same date, 449 shares were surrendered at $39.05 per share to cover tax liabilities from previously vested restricted stock units. After these transactions, McNitt directly beneficially owned 13,788 shares of Old Republic common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCNITT PETER

(Last) (First) (Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		A		1,918(1)	A	$0	14,237	D
Common Stock	01/29/2026		F		449(2)	D	$39.05	13,788	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units, vesting on the one-year anniversary of the grant date. In order to provide the reporting person with liquidity for any tax obligations that arise upon vesting of the restricted stock units, prior to the vesting date, the reporting person may elect to receive a portion of the award in cash in lieu of Common Stock in an amount that does not exceed the expected tax liability based on the maximum individual statutory tax rates.

2. Shares surrendered in exchange for a cash payment to satisfy tax liabilities incident to the vesting of previously awarded restricted stock units.

Remarks:

	By Victoria Pool, Power of Attorney for Peter B. McNitt	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did ORI director Peter McNitt report?

Director Peter McNitt reported acquiring 1,918 shares of Old Republic common stock tied to restricted stock units. He also recorded a surrender of 449 shares to cover tax liabilities from vesting awards, leaving him with 13,788 directly owned shares after the transactions.

How many Old Republic (ORI) shares does Peter McNitt own after this Form 4?

After the reported transactions, Peter McNitt directly beneficially owned 13,788 shares of Old Republic common stock. This figure reflects both the 1,918-share restricted stock unit acquisition and the 449-share tax surrender recorded on January 29, 2026.

What was the purpose of the 449 ORI shares surrendered by Peter McNitt?

The 449 Old Republic shares were surrendered in exchange for a cash payment to satisfy tax liabilities. These liabilities arose from the vesting of previously awarded restricted stock units, according to the explanatory footnote included with the insider transaction disclosure.

At what price were the 449 surrendered ORI shares valued?

The 449 surrendered Old Republic shares were valued at $39.05 per share. This price was used in the transaction where the shares were exchanged for cash to cover tax obligations associated with vesting restricted stock unit awards.

What do the 1,918 ORI restricted stock units reported by McNitt represent?

The 1,918 units represent restricted stock units that vest on the one-year anniversary of the grant date. The terms allow McNitt to elect to receive part of the award in cash, instead of shares, up to the amount of his expected tax liability.

Does Peter McNitt’s ORI Form 4 indicate direct or indirect ownership?

The filing shows Peter McNitt’s ownership as direct for the reported Old Republic common stock. Both the 1,918-share acquisition and the 449-share surrender list ownership form as “D,” indicating directly held shares rather than indirect holdings through another entity.