ORI (NYSE: ORI) SVP exercises 2,907 RSUs, 708 shares withheld for tax

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP senior vice president Carolyn Monroe reported routine equity compensation activity involving restricted stock units and common shares. She exercised 2,907 Restricted Stock Units into an equal number of common shares, then had 708 common shares withheld at $42.07 per share to cover tax obligations on the vesting. After these transactions, she directly holds 30,074 common shares and indirectly holds 1,452 common shares through an ORI 401K account. The filing also notes 7,348 unvested Restricted Stock Awards that remain subject to future vesting.

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

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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)
03/06/2026

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	03/06/2026		M		2,907	A	(1)	30,782(2)	D
Common Stock	03/06/2026		F(3)		708	D	$42.07	30,074(2)	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
2024 Restricted Stock Unit	(1)	03/06/2026		M			2,907	(4)	(4)	Common Stock	2,907	$0	2,916	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. Includes 7,348 unvested Restricted Stock Awards.

3. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.

4. On March 6, 2024, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 6, 2025.

Remarks:

	By Victoria Pool, Power of Attorney for Carolyn J. Monroe	03/10/2026
	** 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 transactions did ORI executive Carolyn Monroe report on this Form 4?

Carolyn Monroe reported exercising 2,907 Restricted Stock Units into common shares and a related tax-withholding disposition of 708 common shares at $42.07 per share. These actions reflect routine equity compensation vesting rather than open-market share purchases or sales.

How many OLD REPUBLIC INTERNATIONAL (ORI) shares does Carolyn Monroe hold after these transactions?

After the reported transactions, Carolyn Monroe directly holds 30,074 shares of OLD REPUBLIC INTERNATIONAL common stock and indirectly holds 1,452 shares through an ORI 401K account. These positions are disclosed as of the transaction date in the Form 4.

Were any of Carolyn Monroe’s ORI share dispositions open-market sales?

The only share disposition reported was 708 common shares withheld at $42.07 per share to satisfy tax liabilities on vested Restricted Stock Units. This is a tax-withholding mechanism, not an open-market sale initiated for investment or trading purposes.

What does the Form 4 say about Carolyn Monroe’s unvested ORI equity awards?

The filing notes that Carolyn Monroe has 7,348 unvested Restricted Stock Awards outstanding. These awards will vest in the future according to their terms and are separate from the 2,907 Restricted Stock Units that converted into common shares in this transaction.

How were the 2,907 ORI Restricted Stock Units treated in the March 6, 2026 transaction?

The 2,907 Restricted Stock Units converted into 2,907 shares of OLD REPUBLIC INTERNATIONAL common stock on a one-for-one basis. This reflects the vesting and settlement of previously granted units, as described in the Form 4 and related footnotes.