ORI (ORI) executive exercises restricted stock units, surrenders shares for taxes

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP Executive Vice President Stephen J. Oberst reported routine equity compensation activity involving restricted stock units and common stock. On March 11, 2026, he exercised 3,679 restricted stock units, receiving the same number of common shares. To cover tax obligations on this vesting, 1,078 common shares were surrendered at $40.65 per share, resulting in a net increase of 2,601 directly held shares.

Following these transactions, Oberst directly holds 40,824 common shares, which include 11,690 unvested restricted stock awards. He also holds 7,368 restricted stock units and has an additional 109,720 common shares held indirectly through the ORI 401(k) plan. Footnotes note an additional grant of restricted stock units made on March 11, 2025 that will vest in three equal annual installments beginning March 11, 2026.

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

OMB APPROVAL

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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^*

OBERST STEPHEN J

(Last) (First) (Middle)

307 NORTH 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		M		3,679	A	(1)	41,902(2)	D
Common Stock	03/11/2026		F(3)		1,078	D	$40.65	40,824(2)	D
Common Stock								109,720	I	By ORI 401K

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
2025 Restricted Stock Unit	(1)	03/11/2026		M			3,679	(4)	(4)	Common Stock	3,679	$0	7,368	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. Includes 11,690 unvested Restricted Stock Awards.

3. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.

4. On March 11, 2025, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 11, 2026.

Remarks:

	By Victoria Pool, Power of Attorney for Stephen J. Oberst	03/13/2026
	** 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).
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FAQ

What insider transaction did ORI Executive Vice President Stephen J. Oberst report?

Stephen J. Oberst reported exercising 3,679 restricted stock units into common stock and surrendering 1,078 shares for taxes. These moves are compensation-related, reflecting routine vesting rather than an open-market purchase or sale of OLD REPUBLIC INTERNATIONAL CORP shares.

How did Stephen J. Oberst’s direct ORI share holdings change in this Form 4?

After exercising restricted stock units and surrendering shares for taxes, Oberst’s direct ORI common stock holdings increased to 40,824 shares. This includes 11,690 unvested restricted stock awards, showing most of the reported activity is tied to equity compensation vesting.

How many ORI shares were surrendered for tax withholding by Stephen J. Oberst?

Oberst surrendered 1,078 ORI common shares at $40.65 per share to cover tax liability from vesting restricted stock units. This is classified as a tax-withholding disposition, not an open-market sale, and therefore carries limited signaling value for outside investors.

What restricted stock unit positions does Stephen J. Oberst hold after this ORI filing?

Following the reported transactions, Oberst holds 7,368 restricted stock units, each convertible into one ORI common share. Footnotes also describe a grant on March 11, 2025, vesting in three equal annual installments beginning March 11, 2026, indicating ongoing equity-based compensation.

What indirect ORI share holdings are associated with Stephen J. Oberst?

In addition to his direct ownership, Oberst has 109,720 ORI common shares held indirectly through the ORI 401(k) plan. These shares are reported as indirect ownership, reflecting retirement-plan holdings rather than direct trading activity by the executive himself.

Does this ORI Form 4 show any open-market stock purchases or sales by Stephen J. Oberst?

The filing does not show open-market purchases or sales. Reported entries include a derivative exercise of 3,679 restricted stock units and a tax-withholding disposition of 1,078 shares. Both are standard compensation and tax events rather than discretionary market trades.