ORI (ORI) executive William T. Gray exercises RSUs and surrenders shares for taxes

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP Executive VP & Treasurer William T. Gray reported routine equity compensation activity. On March 6, he exercised 3,509 Restricted Stock Units, converting them into an equal number of common shares at no cash price. Of these shares, 921 were surrendered at $42.07 per share to cover tax liabilities, rather than being sold in the open market, leaving 57,377 common shares held directly. He also reports 5,168 shares held indirectly through the ORI 401(k) plan and 8,350 unvested restricted stock awards that remain subject to vesting conditions.

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)
03/06/2026

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	03/06/2026		M		3,509	A	(1)	58,298(2)	D
Common Stock	03/06/2026		F(3)		921	D	$42.07	57,377(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
2024 Restricted Stock Unit	(1)	03/06/2026		M			3,509	(4)	(4)	Common Stock	3,509	$0	3,520	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 6, 2024, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 6, 2025.

Remarks:

	By Victoria Pool, Power of Attorney for William T. Gray	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did ORI executive William T. Gray report on this Form 4?

William T. Gray reported exercising 3,509 Restricted Stock Units into common shares. The transaction reflects routine equity compensation vesting, showing how previously granted stock units were converted into shares as part of his ongoing compensation package.

Did ORI’s William T. Gray sell any shares in the open market in this filing?

The filing shows 921 shares of common stock were surrendered at $42.07 per share to cover tax liabilities. This is tax withholding, not an open-market sale, and is a standard mechanism tied to equity award vesting.

How many OLD REPUBLIC INTERNATIONAL (ORI) shares does William T. Gray hold after these transactions?

After the reported transactions, William T. Gray holds 57,377 common shares directly and 5,168 shares indirectly through the ORI 401(k) plan. These positions reflect his ownership following the RSU conversion and related tax-withholding share surrender.

What type of derivative security did ORI’s William T. Gray exercise in this Form 4?

He exercised 3,509 Restricted Stock Units that convert into common stock on a one-for-one basis. These units were part of a March 6, 2024 grant and represent equity compensation rather than market purchases of ORI shares.

Are there still unvested equity awards outstanding for ORI executive William T. Gray?

Yes. The filing notes that his holdings include 8,350 unvested Restricted Stock Awards. These unvested awards will typically vest over time under the original grant terms, subject to continued service and applicable conditions.

What is the background of the Restricted Stock Units exercised by ORI’s William T. Gray?

The footnotes state that on March 6, 2024, Gray was granted Restricted Stock Units vesting in three equal annual installments beginning March 6, 2025. The reported conversion reflects part of this scheduled vesting process.