Old Republic (NYSE: ORI) director logs RSU vesting and 841-share tax surrender

Rhea-AI Filing Summary

Old Republic International director Lisa J. Caldwell reported equity compensation and related tax withholding transactions in company common stock. On January 29, 2026, she acquired 1,918 restricted stock units at $0 as they vested, and 841 shares were surrendered at $39.05 per share to cover tax liabilities from previously awarded restricted stock units. After these transactions, she directly owned 13,822 shares of Old Republic International common stock.

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^*

CALDWELL LISA J

(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)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/29/2026		A		1,918(1)	A	$0	14,663	D
Common Stock	01/29/2026		F		841(2)	D	$39.05	13,822	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 Lisa J. Caldwell	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.

FAQ

What insider transactions did Lisa J. Caldwell report for ORI on January 29, 2026?

Lisa J. Caldwell reported two transactions in Old Republic International common stock on January 29, 2026: acquisition of 1,918 restricted stock units at $0 and the surrender of 841 shares at $39.05 per share to satisfy tax liabilities tied to vesting awards.

How many Old Republic International shares does Lisa J. Caldwell own after these Form 4 transactions?

Following the reported January 29, 2026 transactions, Lisa J. Caldwell directly owns 13,822 shares of Old Republic International common stock. This figure reflects the net position after acquiring 1,918 restricted stock units and surrendering 841 shares to cover tax obligations on vested awards.

What does the acquisition of 1,918 ORI restricted stock units represent for Lisa J. Caldwell?

The 1,918 Old Republic International restricted stock units represent equity compensation that vests on the one-year anniversary of the grant date. Upon vesting, Caldwell may elect to receive part of the award in cash instead of common stock, limited to an amount covering her expected statutory tax liability.

Why were 841 Old Republic International shares surrendered in Lisa J. Caldwell’s Form 4?

The 841 Old Republic International shares were surrendered for a cash payment to satisfy tax liabilities arising from the vesting of previously awarded restricted stock units. This tax-withholding transaction is reported with a price of $39.05 per share and is classified under transaction code “F.”

What is Lisa J. Caldwell’s role at Old Republic International as shown in this Form 4?

Lisa J. Caldwell is identified as a director of Old Republic International Corporation. The Form 4 indicates her relationship to the issuer by checking the “Director” box, and confirms the filing is made by one reporting person, reflecting her direct ownership of common stock following the reported transactions.

How are tax obligations handled on Lisa J. Caldwell’s ORI restricted stock units?

For her Old Republic International restricted stock units, Caldwell may elect before vesting to receive a portion of the award in cash instead of common stock. The cash amount cannot exceed expected tax liabilities based on maximum individual statutory tax rates, helping cover taxes at vesting.