Old Republic (NYSE: ORI) SVP exercises RSUs, nets more common shares

Rhea-AI Filing Summary

OLD REPUBLIC INTERNATIONAL CORP senior vice president Carolyn Monroe exercised restricted stock units that vested into 2,892 shares of common stock on March 11, 2026, converting them on a one-for-one basis at an exercise price of $0.00 per share.

To cover tax liabilities on this vesting, 705 shares of common stock were surrendered at $40.65 per share, leaving Monroe with 32,261 directly held common shares and 1,452 shares held indirectly via an ORI 401(k) account, plus 7,348 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

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 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)
	SVP - Title Insurance

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/11/2026		M		2,892	A	(1)	32,966(2)	D
Common Stock	03/11/2026		F(3)		705	D	$40.65	32,261(2)	D
Common Stock								1,452	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
2025 Restricted Stock Unit	(1)	03/11/2026		M			2,892	(4)	(4)	Common Stock	2,892	$0	5,793	D

Explanation of Responses:

1. Restricted Stock Units convert into common stock on a one-for-one basis.

2. Includes 7,348 unvested Restricted Stock Awards.

3. Surrender of shares to cover tax liability for the vesting of previously granted Restricted Stock Units.

4. On March 11, 2025, the reporting person was granted Restricted Stock Units that vest in three equal annual installments beginning March 11, 2026.

Remarks:

	By Victoria Pool, Power of Attorney for Carolyn J. Monroe	03/13/2026
	** 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 transaction did ORI executive Carolyn Monroe report on March 11, 2026?

Carolyn Monroe reported exercising restricted stock units that converted into 2,892 shares of OLD REPUBLIC INTERNATIONAL common stock at an exercise price of $0.00. These shares resulted from previously granted RSUs that vested and were settled in common stock.

How many OLD REPUBLIC (ORI) shares did Carolyn Monroe surrender for taxes?

Monroe surrendered 705 shares of OLD REPUBLIC INTERNATIONAL common stock to cover tax liabilities, valued at $40.65 per share. This tax-withholding disposition is not an open-market sale but a standard mechanism tied to RSU vesting.

What are Carolyn Monroe’s OLD REPUBLIC (ORI) share holdings after the reported Form 4 transactions?

After the transactions, Monroe directly holds 32,261 shares of OLD REPUBLIC INTERNATIONAL common stock. She also has an additional 1,452 shares held indirectly through an ORI 401(k) account, reflecting her ongoing equity stake in the company.

Did Carolyn Monroe retain any unvested equity awards in OLD REPUBLIC INTERNATIONAL?

Yes. Following the reported transactions, Monroe’s position still includes 7,348 unvested restricted stock awards. These awards represent additional potential future common shares, subject to their vesting conditions and schedules.

How many restricted stock units did Carolyn Monroe exercise into ORI common stock?

Monroe exercised 2,892 restricted stock units, which converted into an equal number of OLD REPUBLIC INTERNATIONAL common shares on a one-for-one basis. This conversion followed the vesting of RSUs originally granted on March 11, 2025.

Is the tax-related share disposition by Carolyn Monroe a market sale of ORI stock?

No. The disposition of 705 shares at $40.65 per share was a tax-withholding transaction tied to RSU vesting. Shares were surrendered to satisfy tax obligations, not sold in an open-market trade.