Old Republic International (ORI) SVP exercises RSUs, uses shares to pay taxes

Rhea-AI Filing Summary

Old Republic International Corp senior vice president, secretary and general counsel Thomas Dare exercised restricted stock units into common shares and settled related taxes in shares. On March 11, 2026, 2,752 "2025 Restricted Stock Unit" awards converted one-for-one into 2,752 shares of common stock at a $0.00 exercise price.

Of these shares, 881 common shares were surrendered at $40.65 per share to cover tax liabilities tied to the vesting of previously granted restricted stock units. After these transactions, Dare directly held 43,419 common shares and indirectly held 6,238 shares through the ORI 401K plan, and the disclosures note 8,350 unvested restricted stock awards.

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^*

DARE THOMAS

(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)
	SrVP Secretary General Counsel

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/11/2026		M		2,752	A	(1)	44,300(2)	D
Common Stock	03/11/2026		F(3)		881	D	$40.65	43,419(2)	D
Common Stock								6,238	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
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 Thomas Dare	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).
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FAQ

What insider transaction did Thomas Dare report at OLD REPUBLIC INTERNATIONAL CORP (ORI)?

Thomas Dare exercised restricted stock units into common shares and surrendered some shares for taxes. He converted 2,752 restricted stock units into common stock and then delivered 881 common shares to satisfy tax liabilities associated with the vesting of earlier restricted stock unit grants.

How many OLD REPUBLIC INTERNATIONAL CORP (ORI) restricted stock units did Thomas Dare convert?

Dare converted 2,752 restricted stock units into common stock on March 11, 2026. The units converted on a one-for-one basis into 2,752 common shares at a zero exercise price, reflecting the vesting of previously granted equity awards rather than an open-market stock purchase.

How many OLD REPUBLIC INTERNATIONAL CORP (ORI) shares were used to cover Thomas Dare’s tax obligations?

He surrendered 881 common shares to cover tax liabilities. These shares were valued at $40.65 per share and were delivered to satisfy taxes arising from the vesting of previously granted restricted stock units, a non-market tax-withholding disposition rather than an open-market sale.

What are Thomas Dare’s direct and indirect OLD REPUBLIC INTERNATIONAL CORP (ORI) holdings after this Form 4?

After the transactions, Dare directly held 43,419 common shares and indirectly held 6,238 shares. The indirect shares are held through the ORI 401K plan, and the disclosures also state that his position includes 8,350 unvested restricted stock awards.

Did Thomas Dare make any open-market purchases or sales of OLD REPUBLIC INTERNATIONAL CORP (ORI) stock?

No open-market buys or sells are reported in this filing. The Form 4 shows a derivative exercise converting restricted stock units into common stock and a tax-withholding share surrender, both routine compensation-related events rather than discretionary market trades.

What do the footnotes reveal about Thomas Dare’s OLD REPUBLIC INTERNATIONAL CORP (ORI) equity awards?

The footnotes explain how the restricted stock units and awards work. They state that restricted stock units convert into common stock one-for-one, that Dare’s holdings include 8,350 unvested restricted stock awards, and describe the share surrender as covering tax liabilities on vested restricted stock units.