ORI director reports RSU grant and tax share surrender

Old Republic International director Fredricka Taubitz reported routine equity compensation activity.

Rhea-AI Filing Summary

Old Republic International director Fredricka Taubitz reported routine equity compensation activity. On January 29, 2026, she acquired 1,918 shares of Common Stock at $0, representing restricted stock units that vest on the one-year anniversary of the grant date.

On the same date, 754 shares of Common Stock were surrendered at $39.05 per share to generate cash to cover tax liabilities related to previously vested restricted stock units. After these transactions, she directly owned 24,203 shares of Old Republic International Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider TAUBITZ FREDRICKA

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,918	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	754	$39.05	$29K

Holdings After Transaction: Common Stock — 24,203 shares (Direct)

Footnotes (2)

1. F1. 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. F2. Shares surrendered in exchange for a cash payment to satisfy tax liabilities incident to the vesting of previously awarded restricted stock units.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did ORI director Fredricka Taubitz report?

Fredricka Taubitz reported acquiring 1,918 Old Republic International Common Stock shares tied to restricted stock units and surrendering 754 shares to cover tax liabilities. Both transactions occurred on January 29, 2026, and are part of routine equity compensation activity.

How many ORI shares did Fredricka Taubitz acquire in this Form 4?

She acquired 1,918 shares of Old Republic International Common Stock at a price of $0, reflecting the vesting of restricted stock units. These units vest on the one-year anniversary of the grant date as part of her director equity compensation program.

Why were 754 ORI shares surrendered by Fredricka Taubitz?

Taubitz surrendered 754 Old Republic International shares at $39.05 each to receive cash for tax payments. The surrender satisfied tax liabilities associated with the vesting of previously granted restricted stock units, a common feature in equity compensation plans.

What is Fredricka Taubitz’s ORI share ownership after these transactions?

Following the reported transactions, Fredricka Taubitz directly owned 24,203 shares of Old Republic International Common Stock. This total reflects the addition of 1,918 vested restricted stock unit shares and the surrender of 754 shares for tax withholding on prior awards.

How do the ORI restricted stock units for Fredricka Taubitz vest?

The restricted stock units reported for Taubitz vest on the one-year anniversary of the grant date. She may elect to receive part of the award in cash instead of Common Stock to cover expected tax liabilities based on maximum individual statutory tax rates.

Is the ORI Form 4 transaction by Fredricka Taubitz a market purchase or sale?

The reported activity is not a typical market trade. It reflects a grant and vesting of restricted stock units at $0 and a surrender of 754 shares at $39.05 solely to generate cash to pay tax obligations from earlier restricted stock unit vesting.

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Accepted by SEC EDGAR 02/02/2026 - 02:09 PM Learn about SEC filing dates

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

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^*

TAUBITZ FREDRICKA

(Last) (First) (Middle)

307 NORTH 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
	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	24,957	D
Common Stock	01/29/2026		F		754(2)	D	$39.05	24,203	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 Fredricka Taubitz	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.