Old Republic (NYSE: ORI) CEO reports option exercise and share netting

Rhea-AI Filing Summary

Old Republic International Corporation reported an equity transaction by its President & CEO and Director, Craig R. Smiddy, dated 12/22/2025. Smiddy exercised 25,000 employee stock options with a conversion price of $18.14 per share, receiving 25,000 shares of common stock (coded "M").

In connection with this exercise, 16,627 shares of common stock were surrendered (coded "F") at a price of $45.51 per share to cover the option exercise price and tax withholdings through a net exercise. Following these transactions, he beneficially owns 131,576 shares of common stock directly and 43,015 shares through the ORI 401(k) plan, which includes 27,388 unvested restricted stock awards.

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)
12/22/2025

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	12/22/2025		M		25,000	A	$18.14	148,203(1)	D
Common Stock	12/22/2025		F(2)		16,627	D	$45.51	131,576(1)	D
Common Stock								43,015	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
2016 Employee Stock Option	$18.14	12/22/2025		M			25,000	12/31/2016(3)	03/23/2026	Common Stock	25,000	$0	0	D

Explanation of Responses:

1. Includes 27,388 unvested Restricted Stock Awards.

2. Pursuant to a "net exercise" of outstanding stock options, the Issuer withheld a portion of the shares of common stock to be acquired upon exercise for payment of the exercise price and tax withholdings.

3. This grant became exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year, and 30% the fifth year, beginning on the date shown.

Remarks:

	By Victoria Pool, Power of Attorney for Craig R. Smiddy	12/29/2025
	** 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 insider transaction did Old Republic (ORI) disclose in this filing?

The company disclosed that President & CEO and Director Craig R. Smiddy exercised 25,000 employee stock options and adjusted his common stock holdings on 12/22/2025.

At what price did the Old Republic (ORI) options get exercised and what was the underlying security?

The 2016 employee stock option was exercised at a conversion price of $18.14 per share for 25,000 shares of Old Republic common stock.

How many Old Republic (ORI) shares were surrendered to cover the option exercise and taxes?

A total of 16,627 shares of Old Republic common stock were disposed of (coded "F") at $45.51 per share as part of a net exercise to pay the exercise price and tax withholdings.

How many Old Republic (ORI) shares does the reporting person own after the transaction?

After the reported transactions, Craig R. Smiddy beneficially owns 131,576 shares of Old Republic common stock directly and 43,015 shares indirectly through the ORI 401(k) plan.

What unvested equity awards are included in the Old Republic (ORI) holdings?

The reported beneficial ownership includes 27,388 unvested restricted stock awards of Old Republic common stock.

What happened to the 2016 Old Republic (ORI) employee stock option after this transaction?

The 2016 employee stock option for 25,000 shares of Old Republic common stock was fully exercised at $18.14 per share, leaving 0 derivative securities beneficially owned from that grant.