ORI CEO reports tax-withholding share disposition

Q: Was the ORI insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. Shares were surrendered to cover tax liabilities triggered by vesting restricted stock awards, a common administrative step rather than a discretionary sale into the market.

Q: How is the ORI 401(k) position reported in this Form 4 filing?

The Form 4 shows an indirect holding entry of 45,519 ORI shares labeled “By ORI 401K.” This line reflects shares associated with a 401(k) plan, separate from Craig Smiddy’s directly held shares.

OLD REPUBLIC INTERNATIONAL CORP President & CEO Craig R. Smiddy reported a routine tax-related share disposition.

Accepted by SEC EDGAR 03/18/2026 - 02:09 PM EDT

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Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP President & CEO Craig R. Smiddy reported a routine tax-related share disposition. On the vesting of previously granted restricted stock awards, 11,643 shares of common stock were surrendered at $40.10 per share to cover tax liabilities, rather than being sold on the open market. Following this transaction, he directly holds 133,189 shares of common stock and also has an indirect holding of 45,519 shares through an ORI 401(k) plan.

Insider Trade Summary

Exercise Price or Tax Liability: 11,643 shares

Exercise Price or Tax Liability 1 txn

Insider Smiddy Craig R

Role President & CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	11,643	$40.10	$467K
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 133,189 shares (Direct); Common Stock — 45,519 shares (Indirect, By ORI 401K)

Holdings Before and After: Common Stock, 144,832 to 133,189 shares (Direct)

Footnotes (1)

F1. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Awards.

FAQ

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What insider transaction did ORI CEO Craig Smiddy report on this Form 4?

Craig Smiddy reported a tax-withholding disposition, surrendering 11,643 ORI shares at $40.10 each. The shares were withheld to cover tax liabilities from vesting restricted stock awards, not sold through an open-market trade.

Was the ORI insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. Shares were surrendered to cover tax liabilities triggered by vesting restricted stock awards, a common administrative step rather than a discretionary sale into the market.

How many ORI shares does Craig Smiddy hold after this Form 4 event?

After the tax-withholding disposition, Craig Smiddy directly holds 133,189 ORI shares. He also has an indirect interest in 45,519 shares held through an ORI 401(k) plan, as reported in the filing.

What does the footnote in Craig Smiddy’s ORI Form 4 explain?

The footnote states that shares were surrendered to cover tax liability from vesting previously granted Restricted Stock Awards. This clarifies the disposition was a tax-related event connected to compensation, not a voluntary open-market sale.

How is the ORI 401(k) position reported in this Form 4 filing?

The Form 4 shows an indirect holding entry of 45,519 ORI shares labeled “By ORI 401K.” This line reflects shares associated with a 401(k) plan, separate from Craig Smiddy’s directly held shares.

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Form 4 Insider Transactions: What Each Field Means →

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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
Estimated average burden
hours per response:			0.5

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

ILLINOIS

60601

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/16/2026		F⁽¹⁾		11,643	D	$40.1	133,189	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Awards.

Remarks:

	By Victoria Pool, Power of Attorney for Craig R. Smiddy	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR