Old Republic (NYSE: ORI) exec surrenders shares to cover tax liability

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP senior vice president and general counsel Thomas Dare reported a routine tax-related share disposition. On March 16, 2026, he surrendered 2,672 shares of common stock at $40.10 per share to cover tax liabilities tied to the vesting of previously granted restricted stock awards.

Following this tax-withholding transaction, Dare directly holds 40,747 shares of Old Republic common stock. He also indirectly holds 6,238 shares through an ORI 401(k) plan, reflecting his remaining ownership position after these entries.

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 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)
	SrVP Secretary General Counsel

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)		2,672	D	$40.1	40,747	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

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 Thomas Dare	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 Thomas Dare report on this Form 4?

Thomas Dare reported surrendering 2,672 shares of OLD REPUBLIC INTERNATIONAL CORP common stock. The shares were used to cover tax liabilities arising from the vesting of previously granted restricted stock awards, a routine compensation-related event rather than an open-market sale of shares.

Was the ORI insider transaction by Thomas Dare an open-market sale of shares?

No, the transaction was not an open-market sale. The 2,672 shares of Old Republic common stock were surrendered to satisfy tax liabilities for vesting restricted stock awards, a standard tax-withholding mechanism commonly used in equity compensation programs for senior executives.

How many ORI shares does Thomas Dare hold after the reported Form 4 transaction?

After the tax-withholding disposition, Thomas Dare directly holds 40,747 shares of Old Republic common stock. In addition, he indirectly holds 6,238 shares through an ORI 401(k) plan, giving him a combined reported stake across direct and indirect holdings in the company.

What price per share was used for Thomas Dare’s ORI tax-withholding transaction?

The tax-withholding disposition used a price of $40.10 per share for the 2,672 Old Republic common shares surrendered. This price is applied solely for reporting purposes related to covering tax liabilities on the vesting of restricted stock awards, not for an open-market trade.

How is Thomas Dare’s indirect ownership in ORI structured after this Form 4?

Thomas Dare’s indirect ownership consists of 6,238 shares of Old Republic common stock held through an ORI 401(k) plan. This indirect holding is reported separately from his 40,747 directly held shares, clarifying the distinct retirement-plan-based component of his overall ownership position.