Old Republic (NYSE: ORI) CEO Craig Smiddy granted 2026 options and RSUs

Rhea-AI Filing Summary

Smiddy Craig R reported acquisition or exercise transactions in this Form 4 filing.

OLD REPUBLIC INTERNATIONAL CORP reported that President & CEO Craig R. Smiddy received new equity awards. He was granted 156,938 2026 Employee Stock Options at a price of $0.00 per option and 28,445 2026 Restricted Stock Units, both recorded as direct holdings.

The stock option award is subject to forfeiture and vests in three equal annual installments beginning on March 2, 2027. Each restricted stock unit represents the right to receive one share of ORI common stock and also vests in three equal annual installments starting on March 2, 2027, subject to forfeiture conditions.

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^*

Smiddy Craig R

(Last) (First) (Middle)

307 N. MICHIGAN AVENUE

(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
X	Officer (give title below)		Other (specify below)
	President & CEO

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		156,938		(1)	03/02/2036	Common Stock	156,938	$0	156,938	D
2026 Restricted Stock Unit	(2)	03/02/2026		A		28,445		(2)	(2)	Common Stock	28,445	$0	28,445	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 Craig R. Smiddy	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 equity awards did ORI President & CEO Craig R. Smiddy receive?

Craig R. Smiddy received a grant of 156,938 2026 Employee Stock Options and 28,445 2026 Restricted Stock Units. Both awards are recorded as direct holdings and form part of his long-term equity-based compensation at Old Republic International.

How do the 2026 Restricted Stock Units at ORI work for Craig R. Smiddy?

Each 2026 Restricted Stock Unit granted to Craig R. Smiddy represents a right to receive one share of ORI common stock. The award totals 28,445 units and is subject to forfeiture and time-based vesting conditions over three years beginning March 2, 2027.

When do Craig R. Smiddy’s 2026 ORI stock option awards vest?

Craig R. Smiddy’s 156,938 2026 Employee Stock Options vest in three equal annual installments starting March 2, 2027. Vesting is subject to specified forfeiture conditions, meaning he must satisfy ongoing service or other requirements to retain the options over time.

Are Craig R. Smiddy’s new ORI equity awards immediately owned without conditions?

No, both the 2026 Employee Stock Options and 2026 Restricted Stock Units granted to Craig R. Smiddy are subject to forfeiture conditions. They vest in three equal annual installments beginning March 2, 2027, meaning full ownership depends on meeting the vesting requirements.

What is the exercise price of Craig R. Smiddy’s 2026 Employee Stock Options at ORI?

The 2026 Employee Stock Options granted to Craig R. Smiddy are reported with a transaction price of $0.00 per option. This reflects the grant reporting value, while the options themselves are subject to vesting and forfeiture conditions before they can be exercised.

How many ORI derivative securities does Craig R. Smiddy hold after these grants?

Following these transactions, Craig R. Smiddy is reported as directly holding 156,938 2026 Employee Stock Options and 28,445 2026 Restricted Stock Units. Both derivative positions are newly granted awards tied to Old Republic International’s common stock and vest over three years.