ORI executive exercises 2,752 RSUs, with shares withheld for tax

OLD REPUBLIC INTERNATIONAL CORP executive Jeffrey Lange reported routine equity compensation activity.

Accepted by SEC EDGAR 03/13/2026 - 01:28 PM EDT

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Form Type

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP executive Jeffrey Lange reported routine equity compensation activity. On March 11, 2026, he exercised 2,752 Restricted Stock Units into an equal number of common shares at a stated price of $0.00 per share.

Lange then had 725 common shares surrendered to cover tax liabilities related to the vesting of these units at $40.65 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly held 28,518 common shares and indirectly held 3,953 common shares through an ORI 401(k), and also had 8,350 unvested restricted stock awards.

Insider Trade Summary

2,752 shares exercised/converted

Exercise 3 txns

Insider LANGE JEFFREY

Role SVPUnderwriting & Distribution

Type	Security	Shares	Price	Value
Exercise	2025 Restricted Stock Unit	2,752	$0.00	$0.00
Exercise	Common Stock	2,752	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	725	$40.65	$29K
Holding	Common Stock	--	--	--

Holdings After Transaction: 2025 Restricted Stock Unit — 5,511 contracts (Direct); Common Stock — 28,518 shares (Direct); Common Stock — 3,953 shares (Indirect, BY ORI 401K)

Holdings Before and After: 2025 Restricted Stock Unit, 8,263 to 5,511 contracts (Direct); Common Stock, 26,491 to 28,518 shares (Direct)

Footnotes (4)

F1. Restricted Stock Units convert into common stock on a one-for-one basis.
F2. Includes 8,350 unvested Restricted Stock Awards.
F3. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.
F4. On March 11, 2025, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 11, 2026.

FAQ

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What insider transactions did ORI executive Jeffrey Lange report on March 11, 2026?

Jeffrey Lange reported exercising 2,752 Restricted Stock Units into common stock and a related tax-withholding disposition of 725 common shares. These actions reflect equity compensation vesting and tax coverage rather than open-market buying or selling of Old Republic International common stock.

Did Jeffrey Lange of ORI sell shares in the open market in this Form 4 filing?

No open-market sale was reported. The 725 common shares shown as a disposition were surrendered to cover tax liabilities from vesting Restricted Stock Units, according to the disclosure, which characterizes this as a tax-withholding event rather than a discretionary market transaction.

How many OLD REPUBLIC INTERNATIONAL CORP shares does Jeffrey Lange hold after these transactions?

After the reported activity, Jeffrey Lange directly held 28,518 common shares and indirectly held 3,953 common shares through an ORI 401(k). The filing also notes 8,350 unvested restricted stock awards, which represent additional potential future equity if vesting conditions are met.

What type of derivative security did ORI’s Jeffrey Lange exercise in this Form 4?

He exercised 2,752 “2025 Restricted Stock Unit” derivative securities, which convert into common stock on a one-for-one basis. The exercise price was stated as $0.00 per unit, reflecting standard equity compensation rather than a market-priced option exercise or cash-funded stock purchase.

How are the 725 ORI shares disposed of by Jeffrey Lange characterized in the filing?

The 725 common shares are described as a payment of tax liability by delivering securities. A footnote explains they were surrendered to cover taxes on vested Restricted Stock Units, classifying the event as tax withholding, not a voluntary open-market sale of Old Republic International stock.

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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^*

LANGE JEFFREY

(Last)

(First)

(Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO

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)
03/11/2026

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)
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	03/11/2026		M		2,752	A	⁽¹⁾	29,243⁽²⁾	D
Common Stock	03/11/2026		F⁽³⁾		725	D	$40.65	28,518⁽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)
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)
2025 Restricted Stock Unit	⁽¹⁾	03/11/2026		M			2,752	⁽⁴⁾	⁽⁴⁾	Common Stock	2,752	$0	5,511	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 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 Jeffery Lange	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).
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.

Source: View Original Filing on SEC EDGAR