Old Republic (NYSE: ORI) awards options and RSUs to executive

Rhea-AI Filing Summary

Old Republic International reported that Executive VP & Treasurer William T. Gray received equity awards on March 2, 2026. He was granted 55,889 2026 Employee Stock Options and 10,291 2026 Restricted Stock Units, each with no cash exercise price in this filing and subject to forfeiture.

Both the option and RSU awards vest in three equal annual installments beginning March 2, 2027, providing long-term, performance-linked compensation rather than an open-market stock purchase or sale.

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^*

GRAY WILLIAM T

(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)
	Executive VP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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

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
2026 Employee Stock Option	$43.08	03/02/2026		A		55,889		(1)	03/02/2036	Common Stock	55,889	$0	55,889	D
2026 Restricted Stock Unit	(2)	03/02/2026		A		10,291		(2)	(2)	Common Stock	10,291	$0	10,291	D

Explanation of Responses:

1. The 2026 Employee Stock Option award is subject to certain forfeiture conditions and vests in three equal annual installments beginning March 2, 2027.

2. Each 2026 Restricted Stock Units represents a right to receive one share of ORI's common stock. Subject to certain forfeiture conditions, the 2026 Restricted Stock Unit award vests in three equal annual installments beginning March 2, 2027.

Remarks:

	By Victoria Pool, Power of Attorney for William T. Gray	03/04/2026
	** 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.
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FAQ

What insider transactions did ORI report for William T. Gray on this Form 4?

Old Republic International reported that Executive VP & Treasurer William T. Gray received equity awards, not open-market trades. He acquired 55,889 2026 Employee Stock Options and 10,291 2026 Restricted Stock Units as part of his compensation package, all recorded as direct ownership.

How many stock options did ORI grant to Executive VP & Treasurer William T. Gray?

William T. Gray received 55,889 2026 Employee Stock Options. These options were granted at a stated price of $0.00 in the filing and are subject to forfeiture conditions, vesting in three equal annual installments starting March 2, 2027, as long-term incentive compensation.

What restricted stock unit award did ORI grant to William T. Gray?

Gray was granted 10,291 2026 Restricted Stock Units. Each unit represents the right to receive one share of Old Republic International common stock, subject to forfeiture conditions, and vests in three equal annual installments beginning March 2, 2027, aligning compensation with multi-year company performance.

When do William T. Gray’s 2026 ORI equity awards start vesting?

Both the 2026 Employee Stock Option and 2026 Restricted Stock Unit awards to William T. Gray start vesting on March 2, 2027. They vest in three equal annual installments, creating a three-year vesting schedule that encourages ongoing service and long-term alignment with shareholder interests.

Are William T. Gray’s ORI stock option and RSU awards subject to forfeiture?

Yes. The filing states that both the 2026 Employee Stock Option and the 2026 Restricted Stock Unit awards are subject to certain forfeiture conditions. Continued vesting in three equal annual installments from March 2, 2027 depends on meeting these conditions, typical for executive incentive compensation.

Does the ORI Form 4 show any open-market stock purchases or sales by William T. Gray?

No. The disclosed transactions are classified as grant, award, or other acquisition of derivatives. They involve 2026 Employee Stock Options and 2026 Restricted Stock Units awarded as compensation, rather than open-market buying or selling of Old Republic International common shares by William T. Gray.