Old Republic (NYSE: ORI) EVP surrenders shares for tax liability

Rhea-AI Filing Summary

Old Republic International Executive Vice President Stephen J. Oberst surrendered 3,426 shares of common stock at $40.10 per share to cover tax liabilities on vesting restricted stock awards. This tax-withholding disposition is a routine, non‑market transaction. After these entries, he holds 37,398 shares directly and 109,720 shares indirectly through an ORI 401(k) account.

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^*

OBERST STEPHEN J

(Last) (First) (Middle)

307 NORTH MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO ILLINOIS 60601

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/16/2026		F(1)		3,426	D	$40.1	37,398	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

Explanation of Responses:

1. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Awards.

Remarks:

	By Victoria Pool, Power of Attorney for Stephen J. Oberst	03/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did ORI executive Stephen J. Oberst report?

Stephen J. Oberst reported surrendering 3,426 Old Republic International common shares at $40.10 each. The shares were delivered to satisfy tax liabilities arising from the vesting of previously granted restricted stock awards, rather than being sold in the open market.

Was Stephen J. Oberst’s ORI Form 4 transaction a stock sale?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Oberst surrendered 3,426 shares to cover tax liabilities tied to vesting restricted stock awards, consistent with a code F transaction for payment of taxes using shares.

How many ORI shares did Stephen J. Oberst surrender for taxes?

He surrendered 3,426 shares of Old Republic International common stock. The transaction price was $40.10 per share, and the Form 4 identifies it as a tax-withholding disposition related to restricted stock awards that had recently vested.

How many ORI shares does Stephen J. Oberst hold after the reported transaction?

Following the reported entries, Oberst holds 37,398 shares directly. He also has an indirect holding of 109,720 Old Republic International shares through an ORI 401(k) account, according to the ownership details in the Form 4 filing.

What does indirect ownership "By ORI 401K" mean in Stephen J. Oberst’s filing?

Indirect ownership "By ORI 401K" indicates shares held for Oberst through an ORI 401(k) plan rather than in a personal brokerage account. The Form 4 lists 109,720 Old Republic International shares as indirectly owned under this retirement plan arrangement.

What is the significance of transaction code F in Stephen J. Oberst’s ORI filing?

Transaction code F indicates shares were delivered to pay an exercise price or tax liability. In this case, Oberst used 3,426 Old Republic International shares to cover taxes on vesting restricted stock awards, a routine administrative step rather than a discretionary sale.