Is John Eric Smith’s ORI Form 4 a discretionary share sale?

The Form 4 shows shares surrendered for taxes , not a discretionary open-market sale. The 816 surrendered shares were exchanged for cash solely to satisfy tax liabilities from vesting restricted stock units, as explained in the filing’s footnotes.

Old Republic (NYSE: ORI) director logs stock grant and tax share surrender

Q: What insider transactions did ORI director John Eric Smith report?

John Eric Smith reported acquiring 1,918 ORI common shares at $0 from restricted stock units and surrendering 816 shares at $39.05 to cover taxes. After these transactions, he directly held 3,141 ORI common shares .

Q: Why were 816 Old Republic (ORI) shares surrendered by John Eric Smith?

816 ORI shares were surrendered in exchange for cash to pay tax liabilities related to the vesting of previously granted restricted stock units. This is a common tax-withholding mechanism tied to equity compensation rather than an open-market sale decision.

Q: What is the nature of the 1,918 ORI shares acquired by John Eric Smith?

The 1,918 ORI shares represent restricted stock units that vest on the one-year anniversary of the grant date. The award allows him, before vesting, to take a portion in cash instead of stock solely to cover expected tax obligations at maximum statutory rates.

Q: Did John Eric Smith pay cash for the 1,918 Old Republic (ORI) shares?

No cash was paid for the 1,918 ORI shares ; they were acquired at $0 as part of a restricted stock unit grant. The only cash-related element disclosed is the tax-withholding arrangement funded by surrendering 816 shares at $39.05 each.

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Old Republic International director John Eric Smith reported routine equity compensation activity. On January 29, 2026, he acquired 1,918 shares of Common Stock at $0 under a restricted stock unit award, bringing his holdings to 3,957 shares before related tax transactions.

On the same date, 816 shares of Common Stock were surrendered at $39.05 per share to generate cash to pay tax liabilities tied to vesting restricted stock units, leaving him with 3,141 directly held shares. The footnotes explain that these awards vest on the one-year anniversary of the grant and allow limited cash settlement to cover expected taxes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Smith John Eric

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,918	$0.00	--
Tax Withholding	Common Stock	816	$39.05	$32K

Holdings After Transaction: Common Stock — 3,957 shares (Direct)

Footnotes (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. Shares surrendered in exchange for a cash payment to satisfy tax liabilities incident to the vesting of previously awarded restricted stock units.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/02/2026 - 02:10 PM

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^*

Smith John Eric

(Last)

(First)

(Middle)

307 N. MICHIGAN AVENUE

SUITE 2300

(Street)

CHICAGO

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2026		A		1,918⁽¹⁾	A	$0	3,957	D
Common Stock	01/29/2026		F		816⁽²⁾	D	$39.05	3,141	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. Shares surrendered in exchange for a cash payment to satisfy tax liabilities incident to the vesting of previously awarded restricted stock units.

Remarks:

	By Victoria Pool, Power of Attorney for John Eric Smith	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did ORI director John Eric Smith report?

John Eric Smith reported acquiring 1,918 ORI common shares at $0 from restricted stock units and surrendering 816 shares at $39.05 to cover taxes. After these transactions, he directly held 3,141 ORI common shares.

Why were 816 Old Republic (ORI) shares surrendered by John Eric Smith?

816 ORI shares were surrendered in exchange for cash to pay tax liabilities related to the vesting of previously granted restricted stock units. This is a common tax-withholding mechanism tied to equity compensation rather than an open-market sale decision.

How many Old Republic (ORI) shares does John Eric Smith own after this Form 4?

Following the reported transactions, John Eric Smith directly owns 3,141 shares of Old Republic common stock. This reflects the 1,918-share restricted stock unit-related acquisition and the 816-share surrender for tax withholding on vested awards.

What is the nature of the 1,918 ORI shares acquired by John Eric Smith?

The 1,918 ORI shares represent restricted stock units that vest on the one-year anniversary of the grant date. The award allows him, before vesting, to take a portion in cash instead of stock solely to cover expected tax obligations at maximum statutory rates.

Did John Eric Smith pay cash for the 1,918 Old Republic (ORI) shares?

No cash was paid for the 1,918 ORI shares; they were acquired at $0 as part of a restricted stock unit grant. The only cash-related element disclosed is the tax-withholding arrangement funded by surrendering 816 shares at $39.05 each.