Old Republic (NYSE: ORI) director reports new RSU grant, tax shares

Rhea-AI Filing Summary

Old Republic International director Steven R. Walker reported equity compensation and related tax withholding transactions in the company’s common stock. On January 29, 2026, he acquired 1,918 shares at $0 per share, representing restricted stock units that vest one year after the grant date.

On the same date, 938 shares were surrendered at $39.05 per share to cover tax liabilities from vesting restricted stock units. After these transactions, he directly owned 16,519 common shares, with additional indirect holdings of 30,000 shares through IRAs and 26,500 shares held by his spouse.

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^*

WALKER STEVEN R

(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	17,457	D
Common Stock	01/29/2026		F		938(2)	D	$39.05	16,519	D
Common Stock								30,000	I	By IRAs
Common Stock								26,500	I	By Spouse

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 Steven R. Walker	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 transactions did ORI director Steven R. Walker report?

Steven R. Walker reported receiving 1,918 shares of Old Republic common stock as restricted stock units and surrendering 938 shares at $39.05 per share to cover tax liabilities arising from vesting restricted stock units.

How many ORI shares did Steven R. Walker acquire on January 29, 2026?

He acquired 1,918 shares of Old Republic common stock on January 29, 2026 at $0 per share, reflecting restricted stock units that vest on the one-year anniversary of the grant date, subject to his election for partial cash settlement for taxes.

Why were 938 ORI shares surrendered by Steven R. Walker?

The 938 Old Republic shares were surrendered in exchange for cash to satisfy tax liabilities related to the vesting of previously awarded restricted stock units, effectively functioning as share withholding to cover the maximum expected statutory tax obligations.

What are Steven R. Walker’s direct ORI share holdings after these transactions?

After the reported transactions, Steven R. Walker directly held 16,519 shares of Old Republic common stock. This figure reflects both the 1,918-share restricted stock unit-related acquisition and the 938-share surrender for taxes recorded on January 29, 2026.

What indirect ORI share holdings are reported for Steven R. Walker?

He reported indirect beneficial ownership of 30,000 Old Republic common shares held through IRAs and 26,500 common shares held by his spouse. These indirect positions are disclosed separately from his 16,519 directly held shares in the filing.

How do the restricted stock units for ORI’s director vest and handle taxes?

The restricted stock units vest on the one-year anniversary of the grant date. Before vesting, he may elect to receive part of the award in cash instead of stock, limited to the expected tax liability based on maximum individual statutory tax rates.