Old Republic (NYSE: ORI) SVP exercises options and sells shares

Rhea-AI Filing Summary

Old Republic International senior vice president for title insurance Carolyn J. Monroe reported multiple stock transactions. On February 2, 2026, she exercised 16,500 employee stock options at $21.30 per share, converting them into common stock.

A portion of the acquired shares, 10,974, was withheld by the company in a “net exercise” to cover the option exercise price and tax withholding at a value of $39.17 per share. Monroe then sold 3,926 shares at $39.28 and 1,600 shares at $39.29. After these transactions, she directly beneficially owned 27,875 common shares, which include 7,348 unvested restricted stock awards, and indirectly held 1,452 shares through the ORI 401(k) plan.

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

OMB Number:			3235-0287
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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^*

MONROE CAROLYN

(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)
	SVP - Title Insurance

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		M		16,500	A	$21.3	44,375(1)	D
Common Stock	02/02/2026		F		10,974(2)	D	$39.17	33,401(1)	D
Common Stock	02/02/2026		S		3,926	D	$39.28	29,475(1)	D
Common Stock	02/02/2026		S		1,600	D	$39.29	27,875(1)	D
Common Stock								1,452	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
2021 Employee Stock Option	$21.3	02/02/2026		M			16,500	12/03/2021(3)	03/09/2031	Common Stock	16,500	$0	0	D

Explanation of Responses:

1. Includes 7,348 unvested Restricted Stock Awards.

2. Pursuant to a "net exercise" of outstanding stock options, the Issuer withheld a portion of the shares of common stock to be acquired upon exercise for payment of the exercise price and tax withholdings.

3. This grant became exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year, and 30% the fifth year, beginning on the date shown.

Remarks:

	By Victoria Pool, Power of Attorney for Carolyn J. Monroe	02/04/2026
	** 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.
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FAQ

What insider activity did ORI executive Carolyn Monroe report on this Form 4?

Carolyn J. Monroe reported exercising stock options and related share movements. She exercised 16,500 options, had shares withheld in a net exercise, sold some shares, and ended with 27,875 directly held and 1,452 indirectly held ORI shares.

How many Old Republic (ORI) stock options did Carolyn Monroe exercise?

She exercised 16,500 employee stock options on February 2, 2026 at an exercise price of $21.30 per share. These options converted into an equal number of Old Republic common shares before subsequent withholding and sales described in the Form 4.

What does the net exercise in Carolyn Monroe’s ORI Form 4 mean?

The net exercise means Old Republic withheld some of the newly issued shares instead of taking cash for the option cost and taxes. Specifically, 10,974 shares were withheld to satisfy the exercise price and tax obligations on the 16,500 options.

At what prices did Carolyn Monroe sell Old Republic (ORI) shares?

She reported two open market sales on February 2, 2026. One transaction sold 3,926 shares at $39.28 per share, and another sold 1,600 shares at $39.29 per share, as disclosed in the non-derivative securities table.

How many Old Republic (ORI) shares does Carolyn Monroe own after these transactions?

After the transactions, she directly beneficially owned 27,875 ORI common shares, including 7,348 unvested restricted stock awards. She also indirectly held 1,452 shares through the ORI 401(k) plan, as indicated in the holdings section.

What is Carolyn Monroe’s role at Old Republic International (ORI)?

Carolyn J. Monroe is reported as an officer of Old Republic International with the title “SVP – Title Insurance.” This means she serves as a senior vice president overseeing title insurance operations, and her transactions are reported under Section 16 insider rules.