Director at Old Republic (NYSE: ORI) awarded stock units, surrenders shares for taxes

Rhea-AI Filing Summary

Old Republic International director Charles J. Kovaleski reported equity compensation and related tax withholding transactions in company common stock. On January 29, 2026, he received 1,918 restricted stock units that vest on the one-year anniversary of the grant date. The award allows him, before vesting, to elect cash in lieu of some shares up to his expected tax liability. The same day, 714 shares were surrendered at $39.05 per share to satisfy tax obligations from previously vested restricted stock units. After these transactions, he directly owned 19,725 shares, which includes 125 shares acquired through a dividend reinvestment 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

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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^*

KOVALESKI CHARLES J

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		1,918(1)	A	$0	20,439(2)	D
Common Stock	01/29/2026		F		714(3)	D	$39.05	19,725	D

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

Explanation of Responses:

1. Represents restricted stock units, vesting on the one-year anniversary of the grant date. In order to provide the reporting person with liquidity for any tax obligations that arise upon vesting of the restricted stock units, prior to the vesting date, the reporting person may elect to receive a portion of the award in cash in lieu of Common Stock in an amount that does not exceed the expected tax liability based on the maximum individual statutory tax rates.

2. Includes 125 shares acquired in unreported exempt transactions under a dividend reinvestment plan.

3. Shares surrendered in exchange for a cash payment to satisfy tax liabilities incident to the vesting of previously awarded restricted stock units.

Remarks:

	By Victoria Pool, Power of Attorney for Charles J. Kovaleski	02/02/2026
	** 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 director Charles J. Kovaleski report?

Director Charles J. Kovaleski reported receiving 1,918 restricted stock units and surrendering 714 Old Republic common shares for taxes. These transactions on January 29, 2026 reflect equity compensation and related tax withholding, not an open-market stock sale.

How many Old Republic (ORI) shares does the director own after this Form 4?

After the reported transactions, Charles J. Kovaleski directly owned 19,725 Old Republic common shares. This total includes 125 shares that were previously acquired through exempt transactions under a dividend reinvestment plan.

What are the terms of the 1,918 restricted stock units reported by ORI’s director?

The 1,918 restricted stock units vest on the one-year anniversary of the grant date. Before vesting, the director may elect to receive part of the award in cash instead of shares, limited to his expected maximum statutory tax liability.

Why were 714 Old Republic (ORI) shares surrendered in this insider filing?

The 714 shares were surrendered to receive a cash payment that satisfied tax liabilities tied to vesting of previously awarded restricted stock units. The transaction is coded as an F event, which typically indicates tax withholding or share surrender, not a discretionary market sale.

What price is associated with the 714 ORI shares surrendered for taxes?

The 714 surrendered shares are reported at a price of $39.05 per share. This figure is used to calculate the cash payment applied to the director’s tax obligations arising from earlier restricted stock unit vesting.