Old Republic (NYSE: ORI) SVP exercises 3,008 RSUs, with 963 shares for taxes

Rhea-AI Filing Summary

Old Republic International senior vice president and general counsel Thomas Dare exercised 3,008 Restricted Stock Units into common stock on March 6, 2026. Of these shares, 963 were surrendered at $42.07 per share to cover tax liabilities tied to the vesting. Following these transactions, Dare holds 41,548 common shares directly and 6,238 shares indirectly through an ORI 401(k) account, and this direct position also includes 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)
03/06/2026

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		3,008	A	(1)	42,511(2)	D
Common Stock	03/06/2026		F(3)		963	D	$42.07	41,548(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
2024 Restricted Stock Unit	(1)	03/06/2026		M			3,008	(4)	(4)	Common Stock	3,008	$0	3,017	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 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 Thomas Dare	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.

FAQ

What insider transactions did ORI executive Thomas Dare report on this Form 4?

Thomas Dare exercised 3,008 Restricted Stock Units into Old Republic common stock. He then surrendered 963 shares to satisfy tax obligations, leaving an increased direct holding of 41,548 shares plus 6,238 shares held indirectly in an ORI 401(k) account.

How many Old Republic (ORI) shares does Thomas Dare hold after these transactions?

After the reported activity, Thomas Dare directly holds 41,548 Old Republic common shares and indirectly holds 6,238 shares through an ORI 401(k). His direct position also includes 8,350 unvested restricted stock awards, reflecting ongoing equity-based compensation.

Was the 963-share disposition by ORI’s Thomas Dare an open-market sale?

No. The 963 Old Republic shares were surrendered to cover tax liabilities from vesting Restricted Stock Units. This tax-withholding disposition is not an open-market sale and does not represent a discretionary decision to sell shares in the market.

What does the exercise of 3,008 RSUs mean for Thomas Dare’s ORI ownership?

Exercising 3,008 Restricted Stock Units converted them into an equal number of Old Republic common shares. After using 963 shares to pay taxes, Dare’s net ownership still increased, bringing his direct holdings to 41,548 shares, plus indirect and unvested equity positions.

How are Thomas Dare’s indirect Old Republic (ORI) holdings structured?

Thomas Dare’s indirect holdings consist of 6,238 Old Republic common shares held through an ORI 401(k) plan. These shares are reported as indirect ownership, separate from his 41,548 directly held shares and 8,350 unvested restricted stock awards.