STOCK TITAN

Old Republic (NYSE: ORI) SVP exercises stock options and sells 13,330 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Old Republic International SVP Carolyn Monroe reported several stock transactions involving company common shares. On May 12, 2026, she exercised employee stock options to acquire 19,314 shares at $24.79 per share and 30,060 shares at $19.81 per share under 2024 and 2023 option grants.

The company conducted a net exercise, withholding 36,044 shares at $39.22 to cover the option exercise price and related tax obligations, which is recorded as a tax-withholding disposition rather than an open-market sale. Monroe also completed an open-market sale of 13,330 shares at a weighted average price of $38.76, with individual trades executed between $38.68 and $38.87 per share.

The filing additionally shows indirect ownership of 2,106 shares held through an ORI 401(k) account, alongside her remaining direct holdings in Old Republic stock.

Positive

  • None.

Negative

  • None.
Insider MONROE CAROLYN
Role SVP - Title Insurance
Sold 13,330 shs ($517K)
Type Security Shares Price Value
Exercise 2023 Employee Stock Option 30,060 $0.00 --
Exercise 2024 Employee Stock Option 19,314 $0.00 --
Exercise Common Stock 30,060 $19.81 $595K
Exercise Common Stock 19,314 $24.79 $479K
Tax Withholding Common Stock 36,044 $39.22 $1.41M
Sale Common Stock 13,330 $38.76 $517K
holding Common Stock -- -- --
Holdings After Transaction: 2023 Employee Stock Option — 0 shares (Direct, null); 2024 Employee Stock Option — 19,372 shares (Direct, null); Common Stock — 62,321 shares (Direct, null); Common Stock — 2,106 shares (Indirect, By ORI 401K)
Footnotes (1)
  1. 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. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.68 to $38.87, inclusive. A breakdown of each transaction will be provided upon request. This grant became or becomes exercisable in three equal annual installments beginning on the date shown above.
Open-market sale 13,330 shares at $38.76 Common Stock sale on May 12, 2026
Option exercise 2024 grant 19,314 shares at $24.79 2024 Employee Stock Option exercise into Common Stock
Option exercise 2023 grant 30,060 shares at $19.81 2023 Employee Stock Option exercise into Common Stock
Tax-withholding shares 36,044 shares at $39.22 Shares withheld for exercise price and taxes
Indirect 401(k) holding 2,106 shares Common Stock held indirectly via ORI 401K
Sale price range $38.68–$38.87 Price range for 13,330 sold shares
net exercise financial
"Pursuant to a "net exercise" of outstanding stock options, the Issuer withheld a portion..."
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 36,044 Common Stock shares"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
weighted average price financial
"The price reported is a weighted average price. These shares were sold in multiple transactions..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Employee Stock Option financial
"security_title: "2023 Employee Stock Option" and "2024 Employee Stock Option""
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
open-market sale financial
"transaction_action: "open-market sale" for 13,330 Common Stock shares"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
SEC Form 4
FORM 4UNITED 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*
MONROE CAROLYN

(Last)(First)(Middle)
307 N. MICHIGAN AVENUE
SUITE 2300

(Street)
CHICAGO ILLINOIS 60601

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
OLD REPUBLIC INTERNATIONAL CORP [ ORI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP - Title Insurance
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/12/2026M30,060A$19.8162,321D
Common Stock05/12/2026M19,314A$24.7981,635D
Common Stock05/12/2026F36,044(1)D$39.2245,591D
Common Stock05/12/2026S13,330D$38.76(2)32,261D
Common Stock2,106IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
2023 Employee Stock Option$19.8105/12/2026M30,06003/16/2024(3)03/16/2033Common Stock30,060$00D
2024 Employee Stock Option$24.7905/12/2026M19,31403/06/2025(3)03/06/2034Common Stock19,314$019,372D
Explanation of Responses:
1. 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.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.68 to $38.87, inclusive. A breakdown of each transaction will be provided upon request.
3. This grant became or becomes exercisable in three equal annual installments beginning on the date shown above.
Remarks:
By Victoria Pool, Power of Attorney for Carolyn J. Monroe05/14/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did ORI executive Carolyn Monroe report on this Form 4?

Carolyn Monroe reported exercising employee stock options for Old Republic shares, a net exercise with shares withheld for taxes and exercise price, and an additional open-market sale of common stock, all dated May 12, 2026, involving multiple transaction codes.

How many Old Republic (ORI) shares did Carolyn Monroe sell in the open market?

She sold 13,330 Old Republic common shares in an open-market transaction. The filing lists a weighted average sale price of $38.76 per share, based on multiple trades executed between $38.68 and $38.87, with full trade details available upon request.

What option exercises did Carolyn Monroe report for Old Republic (ORI) stock?

Monroe exercised employee stock options covering 19,314 shares at $24.79 and 30,060 shares at $19.81. These exercises relate to 2024 and 2023 employee stock option grants that vest in three equal annual installments beginning on the dates specified in the filing.

Was tax withholding involved in Carolyn Monroe’s ORI Form 4 transactions?

Yes. The Form 4 shows a tax-withholding disposition of 36,044 shares at $39.22 per share. A footnote explains Old Republic withheld a portion of the shares acquired in a net option exercise to pay the exercise price and satisfy related tax withholding obligations.

Does Carolyn Monroe still hold Old Republic (ORI) stock after these transactions?

Yes. The Form 4 shows she continues to hold Old Republic shares directly and indirectly. It specifically discloses 2,106 shares held indirectly through an ORI 401(k) account, in addition to ongoing direct common stock ownership reported in the non-derivative holdings table.

How is the sale price range for Carolyn Monroe’s ORI stock sale described?

The filing reports a weighted average sale price of $38.76 per share. A footnote clarifies that individual trades occurred at prices ranging from $38.68 to $38.87, and that a detailed breakdown of each transaction can be provided to interested parties upon request.