Old Republic (NYSE: ORI) CEO nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP President & CEO Craig R. Smiddy exercised previously granted equity awards and had shares withheld for taxes. On March 6, 2026, 9,628 2024 Restricted Stock Units converted into the same number of common shares on a one-for-one basis at a stated price of $0.0000 per share. Of these, 2,821 common shares were surrendered at $42.07 per share to cover tax liability tied to the RSU vesting, leaving 138,383 common shares held directly, which includes 27,388 unvested Restricted Stock Awards. Smiddy also reports 45,519 common shares held indirectly through an ORI 401(k) account. The RSUs were granted on March 6, 2024 and vest in three equal annual installments beginning March 6, 2025, making these transactions part of a scheduled compensation-vesting cycle rather than open-market buying or selling.

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^*

Smiddy Craig R

(Last) (First) (Middle)

307 N. MICHIGAN AVENUE

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		M		9,628	A	(1)	141,204(2)	D
Common Stock	03/06/2026		F(3)		2,821	D	$42.07	138,383(2)	D
Common Stock								45,519	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
2024 Restricted Stock Unit	(1)	03/06/2026		M			9,628	(4)	(4)	Common Stock	9,628	$0	9,657	D

Explanation of Responses:

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

2. Includes 27,388 unvested Restricted Stock Awards.

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

4. On March 6, 2024, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 6, 2025.

Remarks:

	By Victoria Pool, Power of Attorney for Craig R. Smiddy	03/10/2026
	** 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 CEO Craig Smiddy report on March 6, 2026?

Craig Smiddy reported the vesting and exercise of 9,628 Restricted Stock Units into common stock, followed by a tax-related share surrender. These actions reflect scheduled equity compensation rather than an open-market purchase or sale of OLD REPUBLIC INTERNATIONAL CORP shares.

How many ORI shares did the CEO surrender for taxes and at what price?

Craig Smiddy surrendered 2,821 OLD REPUBLIC INTERNATIONAL CORP common shares at $42.07 per share to cover tax obligations. This tax-withholding disposition relates to the vesting of Restricted Stock Units and is not an open-market sale decision by the executive.

What are Craig Smiddy’s direct and indirect ORI share holdings after these transactions?

After the reported transactions, Craig Smiddy holds 138,383 OLD REPUBLIC INTERNATIONAL CORP common shares directly, including 27,388 unvested Restricted Stock Awards. He also has 45,519 common shares held indirectly through an ORI 401(k) plan account, reflecting retirement-related ownership.

How do the 2024 Restricted Stock Units for ORI’s CEO vest over time?

The 2024 Restricted Stock Units granted to Craig Smiddy on March 6, 2024 vest in three equal annual installments beginning March 6, 2025. Each vested unit converts into one common share, creating periodic non-cash equity compensation events like the one reported here.

Did the ORI CEO make any open-market purchases or sales in this Form 4 filing?

No open-market purchases or sales are shown in this Form 4. The transactions involve RSU conversion into 9,628 common shares and a 2,821-share tax-withholding disposition, which settles tax liability from vesting rather than reflecting discretionary trading activity.