Old Republic (NYSE: ORI) director reports 1,918-share equity award and holdings

Rhea-AI Filing Summary

Old Republic International director Spencer LeRoy III reported an equity award of company stock. On January 29, 2026, he acquired 1,918 shares of Common Stock at $0 per share, representing restricted stock units that were granted as compensation.

Following this award, LeRoy beneficially owns 88,026 shares of Old Republic International Corp common stock directly. In addition, he reports 16,617 shares held indirectly through IRAs. The restricted stock units vest on the one-year anniversary of the grant date, and he may elect to receive a portion in cash to cover tax obligations at vesting.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider LEROY SPENCER III

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,918	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 88,026 shares (Direct); Common Stock — 16,617 shares (Indirect, By IRAs)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

LEROY SPENCER III

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		A		1,918(1)	A	$0	88,026	D
Common Stock								16,617	I	By IRAs

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. Represents restricted stock units, vesting on the one-year anniversary of the grant date. In order to provide the reporting person with liquidity for any tax obligations that arise upon vesting of the restricted stock units, prior to the vesting date, the reporting person may elect to receive a portion of the award in cash in lieu of Common Stock in an amount that does not exceed the expected tax liability based on the maximum individual statutory tax rates.

Remarks:

	By Victoria Pool, Power of Attorney for Spencer LeRoy III	02/02/2026
	** 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 transaction did ORI director Spencer LeRoy III report on this Form 4?

Spencer LeRoy III reported receiving 1,918 shares of Old Republic International Corp common stock as a restricted stock unit award at $0 per share. These units vest one year after the grant date, reflecting equity-based director compensation rather than an open-market purchase.

How many ORI shares does Spencer LeRoy III own after this reported transaction?

After the transaction, Spencer LeRoy III beneficially owns 88,026 Old Republic International Corp common shares directly. He also reports 16,617 additional shares held indirectly through IRAs, giving investors a clearer picture of his total reported economic exposure to ORI equity.

What are the vesting terms of the ORI restricted stock units granted to Spencer LeRoy III?

The 1,918 restricted stock units granted to Spencer LeRoy III vest on the one-year anniversary of the grant date. This means he receives the underlying ORI common shares over time, aligning his compensation with the company’s long-term performance and service as a director.

Can Spencer LeRoy III receive cash instead of ORI shares when the restricted stock units vest?

Yes. Before vesting, Spencer LeRoy III may elect to receive a portion of the restricted stock unit award in cash rather than ORI common stock. The cash amount cannot exceed his expected tax liability, calculated using maximum individual statutory tax rates at vesting.

Does this Form 4 show any indirect ownership of ORI shares by Spencer LeRoy III?

Yes. In addition to his directly held shares, the filing shows 16,617 Old Republic International Corp shares owned indirectly through IRAs. This indirect holding is explicitly labeled in the filing as “By IRAs,” indicating retirement-related ownership separate from his direct account.

Was the ORI stock acquired by Spencer LeRoy III through a market purchase or a grant?

The 1,918 ORI shares were acquired via a restricted stock unit grant at $0 per share, not through a market purchase. This reflects a stock-based compensation award to a director, rather than a discretionary buy or sell transaction in the open market.