Old Republic (NYSE: ORI) director awarded 1,918 RSUs, surrenders 958 shares

Rhea-AI Filing Summary

Old Republic International director Barbara Adachi reported routine equity compensation activity in company Common Stock. On January 29, 2026, she acquired 1,918 shares at $0 under a restricted stock unit award that vests on the one-year anniversary of the grant date. On the same date, 958 shares were surrendered at $39.05 per share to cover tax liabilities related to vesting of previously awarded restricted stock units. After these transactions, Adachi directly owned 11,286 shares of Old Republic International 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^*

ADACHI BARBARA

(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	12,244	D
Common Stock	01/29/2026		F		958(2)	D	$39.05	11,286	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 Barbara Adachi	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 Barbara Adachi report on this Form 4?

Barbara Adachi reported one stock grant and one tax-related share surrender. She acquired 1,918 Old Republic International Common Stock shares at $0 and surrendered 958 shares at $39.05 to satisfy tax liabilities from restricted stock unit vesting.

How many ORI shares does Barbara Adachi own after the January 29, 2026 transactions?

After the reported transactions, Barbara Adachi directly owns 11,286 ORI shares. This reflects the net result of receiving 1,918 shares from restricted stock units and surrendering 958 shares to cover taxes associated with earlier restricted stock unit vesting.

What is the nature of the 1,918 ORI shares acquired by Barbara Adachi?

The 1,918 shares represent vested restricted stock units granted to Barbara Adachi. These restricted stock units vest on the one-year anniversary of the grant date, providing equity compensation as part of her service as a director of Old Republic International.

Why were 958 ORI shares surrendered by Barbara Adachi at $39.05 per share?

The 958 shares were surrendered to cover tax liabilities from restricted stock unit vesting. They were exchanged for a cash payment to satisfy taxes incident to the vesting of previously awarded restricted stock units, using a price of $39.05 per share.

Does the Form 4 indicate if Barbara Adachi’s ORI holdings are direct or indirect?

The filing shows that Barbara Adachi’s reported ORI holdings are direct. Both the post-transaction ownership of 11,286 shares and the transactions themselves are listed with a direct ownership form, without any referenced trust or other indirect ownership vehicle.

What flexibility does Barbara Adachi have regarding future restricted stock unit vesting at ORI?

Adachi may elect partial cash in lieu of stock for future restricted stock unit vesting. Before vesting, she can receive a portion of the award in cash instead of Common Stock, limited to an amount not exceeding her expected maximum statutory tax liability.