ORI executive exercises 4,010 RSUs, withholds shares for tax

Old Republic International Executive Vice President Stephen J. Oberst reported routine equity compensation activity.

Rhea-AI Filing Summary

Old Republic International Executive Vice President Stephen J. Oberst reported routine equity compensation activity. He exercised 4,010 2024 Restricted Stock Units that convert into common stock on a one-for-one basis, increasing his direct common share holdings and reflecting vesting of a prior grant.

To cover tax obligations from the RSU vesting, 1,232 common shares were surrendered at a value of $42.07 per share in a tax-withholding disposition, not an open-market sale. After these transactions, Oberst holds 38,223 common shares directly, including 11,690 unvested Restricted Stock Awards, and 109,720 shares indirectly through the ORI 401K plan.

Insights

Equity compensation analyst

Routine RSU vesting with tax withholding, no open‑market trades.

Executive Vice President Stephen J. Oberst exercised 4,010 Restricted Stock Units into Old Republic common shares, consistent with previously granted equity awards. This is a standard compensation event rather than a discretionary market purchase.

A portion of the resulting shares (1,232) was surrendered at $42.07 per share to satisfy tax liabilities, a typical mechanism labeled as code F. There were no open‑market buys or sells reported, and total visible holdings remain sizable across direct shares and the ORI 401K position.

Because these movements stem from scheduled vesting and tax withholding, they carry limited signaling value about management’s view of the stock. Subsequent company filings may provide further updates on future vesting events or changes in overall equity holdings.

Insider Trade Summary

4,010 shares exercised/converted

Exercise 4 txns

Insider OBERST STEPHEN J

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise	2024 Restricted Stock Unit	4,010	$0.00	$0.00
Exercise	Common Stock	4,010	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,232	$42.07	$52K
holding	Common Stock	--	--	--

Holdings After Transaction: 2024 Restricted Stock Unit — 4,023 contracts (Direct); Common Stock — 38,223 shares (Direct); Common Stock — 109,720 shares (Indirect, By ORI 401K)

Footnotes (4)

1. F1. Restricted Stock Units convert into common stock on a one-for-one basis.
2. F2. Includes 11,690 unvested Restricted Stock Awards.
3. F3. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.
4. F4. On March 6, 2024, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 6, 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ORI executive Stephen J. Oberst report on this Form 4?

Stephen J. Oberst reported exercising 4,010 Restricted Stock Units into Old Republic (ORI) common stock. These units convert one-for-one into shares, reflecting the vesting of a prior equity grant rather than an open-market purchase or sale.

Did Stephen J. Oberst buy or sell Old Republic (ORI) shares on the open market?

No open-market trades were reported. Oberst’s Form 4 shows RSU conversion into common stock and a tax-withholding disposition of 1,232 shares, which were surrendered to cover taxes, not sold in ordinary market transactions.

How many Old Republic (ORI) shares does Stephen J. Oberst hold after these transactions?

After the reported transactions, Oberst holds 38,223 Old Republic common shares directly, including 11,690 unvested Restricted Stock Awards, and an additional 109,720 shares indirectly through the ORI 401K plan associated with his employment.

What is the significance of the 1,232 ORI shares reported with code F on the Form 4?

The 1,232 Old Republic shares marked with transaction code F were surrendered at $42.07 per share to pay tax liabilities arising from RSU vesting. This tax-withholding disposition is a routine administrative step, not a discretionary sale for investment reasons.

How do the reported RSUs for Stephen J. Oberst convert into Old Republic (ORI) common stock?

The reported Restricted Stock Units convert into Old Republic common stock on a one-for-one basis. This means each vested unit delivers one common share, turning previously granted equity awards into actual share ownership as vesting conditions are met.

Are the equity transactions by Stephen J. Oberst likely to be a major signal for ORI investors?

These transactions appear routine, tied to vesting of prior Restricted Stock Units and related tax withholding. There are no large discretionary buys or sells, so the filing mainly updates Oberst’s equity position rather than signaling a changed outlook on Old Republic.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/10/2026 - 02:11 PM Learn about SEC filing dates

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^*

OBERST STEPHEN J

(Last) (First) (Middle)

307 NORTH 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)
	Executive Vice President

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		4,010	A	(1)	39,455(2)	D
Common Stock	03/06/2026		F(3)		1,232	D	$42.07	38,223(2)	D
Common Stock								109,720	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			4,010	(4)	(4)	Common Stock	4,010	$0	4,023	D

Explanation of Responses:

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

2. Includes 11,690 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 Stephen J. Oberst	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).
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.