ORI (NYSE: ORI) executive exercises restricted stock units, surrenders shares for tax

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP executive William T. Gray, Executive VP & Treasurer, exercised previously granted restricted stock units on March 11, 2026. He converted 3,250 Restricted Stock Units into 3,250 shares of common stock, with the units converting on a one-for-one basis.

To cover tax liabilities from this vesting, 792 common shares were surrendered at $40.65 per share, resulting in a net increase of 2,458 shares. After these transactions, Gray directly holds 59,835 common shares, indirectly holds 5,168 shares through the ORI 401K, and his position also includes 8,350 unvested Restricted Stock Awards that may vest over time.

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^*

GRAY WILLIAM T

(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)
	Executive VP & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		M		3,250	A	(1)	60,627(2)	D
Common Stock	03/11/2026		F(3)		792	D	$40.65	59,835(2)	D
Common Stock								5,168	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
2025 Restricted Stock Unit	(1)	03/11/2026		M			3,250	(4)	(4)	Common Stock	3,250	$0	6,509	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 11, 2025, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 11, 2026.

Remarks:

	By Victoria Pool, Power of Attorney for William T. Gray	03/13/2026
	** 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 did ORI executive William T. Gray report in this Form 4?

William T. Gray reported exercising 3,250 Restricted Stock Units into common shares and surrendering 792 shares to cover tax liabilities. These transactions were compensation-related, not open-market trades, and increased his overall equity position in OLD REPUBLIC INTERNATIONAL CORP.

How many ORI shares did William T. Gray acquire through RSU vesting?

Gray acquired 3,250 shares of OLD REPUBLIC INTERNATIONAL CORP common stock through the vesting and conversion of Restricted Stock Units. Each unit converted into one share, reflecting previously granted equity compensation now delivered in stock form.

How many ORI shares were surrendered for taxes and at what price?

To satisfy tax liabilities from the RSU vesting, 792 OLD REPUBLIC INTERNATIONAL CORP common shares were surrendered at a price of $40.65 per share. This tax-withholding disposition is a standard, non‑market mechanism for covering income tax obligations on equity awards.

What is William T. Gray’s direct ORI shareholding after these transactions?

Following the RSU conversion and tax share surrender, Gray directly holds 59,835 OLD REPUBLIC INTERNATIONAL CORP common shares. This reflects his updated direct ownership position after the compensation-related equity delivery and associated tax withholding.

Does William T. Gray hold any ORI shares indirectly or unvested awards?

Yes. Gray indirectly holds 5,168 OLD REPUBLIC INTERNATIONAL CORP shares through the ORI 401K plan and has 8,350 unvested Restricted Stock Awards. These unvested awards may convert into additional common shares if vesting conditions are met over time.

Were William T. Gray’s ORI transactions open-market buys or sells?

No. The filing shows a derivative exercise of Restricted Stock Units and a tax-withholding disposition, not open‑market purchases or sales. Shares were issued from prior grants and a portion was surrendered solely to cover related tax obligations.