Old Republic (NYSE: ORI) SVP exercises RSUs, 867 shares withheld

Rhea-AI Filing Summary

Old Republic International senior vice president of Underwriting & Distribution Jeffrey Lange exercised 3,008 Restricted Stock Units that convert into common stock on a one-for-one basis. To cover taxes on this vesting, 867 common shares were surrendered at a price of $42.07 per share.

After these transactions, Lange directly holds 26,491 common shares, which include 8,350 unvested restricted stock awards, and indirectly holds 3,953 shares through an ORI 401(k) account. The Restricted Stock Units were part of a 2024 grant that vests in three equal annual installments beginning March 6, 2025.

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^*

LANGE JEFFREY

(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)

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

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		3,008	A	(1)	27,358(2)	D
Common Stock	03/06/2026		F(3)		867	D	$42.07	26,491(2)	D
Common Stock								3,953	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			3,008	(4)	(4)	Common Stock	3,008	$0	3,017	D

Explanation of Responses:

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

2. Includes 8,350 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 Jeffery Lange	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).
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FAQ

What insider transaction did ORI executive Jeffrey Lange report on this Form 4?

Jeffrey Lange reported exercising 3,008 Restricted Stock Units into Old Republic common stock. As part of the same event, 867 shares were surrendered to satisfy tax obligations tied to the vesting, rather than sold in the open market.

How many Old Republic (ORI) shares does Jeffrey Lange hold after the reported transactions?

After the transactions, Jeffrey Lange directly holds 26,491 Old Republic common shares and indirectly holds 3,953 shares through an ORI 401(k) plan. His direct holdings also include 8,350 unvested restricted stock awards, reflecting both vested and unvested equity exposure.

Was Jeffrey Lange’s Old Republic Form 4 transaction a market sale of shares?

The filing shows no open-market sale. Instead, 867 Old Republic shares were surrendered to cover tax liabilities from vesting Restricted Stock Units, a routine tax-withholding disposition that differs from voluntarily selling shares on the market for investment reasons.

What type of equity award did Jeffrey Lange exercise at Old Republic (ORI)?

Jeffrey Lange exercised 3,008 Restricted Stock Units that convert one-for-one into Old Republic common stock. These units were granted on March 6, 2024 and vest in three equal annual installments starting March 6, 2025, aligning compensation with long-term company performance.

How is the 867-share disposition in Jeffrey Lange’s ORI Form 4 characterized?

The 867-share disposition is labeled with transaction code F, meaning shares were surrendered to pay tax liabilities from RSU vesting. This is a non-market, mechanical step for taxes, not a discretionary sale reflecting a change in sentiment toward Old Republic stock.