Old Republic (NYSE: ORI) director receives 1,918 RSUs with cash option

Rhea-AI Filing Summary

Old Republic International Corp director Michael Denard Kennedy reported an equity award of 1,918 shares of Common Stock. The award, dated 01/29/2026, was granted at a price of $0 as a restricted stock unit grant and increased his directly held stake to 14,229 shares.

The restricted stock units vest on the one-year anniversary of the grant date. To help cover tax obligations when they vest, he may choose to take part of the award in cash instead of stock, limited to the expected tax liability at maximum statutory rates.

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^*

KENNEDY MICHAEL DENARD

(Last) (First) (Middle)

307 N. 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	14,229	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.

Remarks:

	By Victoria Pool, Power of Attorney for Michael D. Kennedy	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 transaction did ORI director Michael Denard Kennedy report?

Michael Denard Kennedy reported receiving 1,918 shares of Old Republic International Common Stock as a restricted stock unit grant. The award was recorded at a price of $0 and increased his directly owned holdings to 14,229 shares after the transaction.

When do Michael Denard Kennedy’s ORI restricted stock units vest?

The restricted stock units granted to Michael Denard Kennedy vest on the one-year anniversary of the grant date. This means the units become deliverable as shares, or partially as cash, one year after the 01/29/2026 grant date.

Can ORI director Michael Denard Kennedy receive cash instead of all the shares?

Yes. Before vesting, Michael Denard Kennedy may elect to receive a portion of the award in cash instead of Common Stock. That cash amount is capped at his expected tax liability based on maximum individual statutory tax rates.

How many ORI shares does Michael Denard Kennedy own after this Form 4 transaction?

After the reported grant, Michael Denard Kennedy beneficially owns 14,229 shares of Old Republic International Common Stock directly. This figure reflects his holdings immediately following the 1,918-share restricted stock unit award on 01/29/2026.

What is the transaction code used in Michael Denard Kennedy’s ORI Form 4?

The transaction is coded as “A,” indicating an acquisition of securities. In this case, it reflects an equity award of 1,918 restricted stock units of Old Republic International Common Stock granted at a stated price of $0 per share.

Is Michael Denard Kennedy a director or officer of Old Republic International (ORI)?

Michael Denard Kennedy is listed as a director of Old Republic International. The Form 4 indicates he is not an officer and not a 10% owner, and the filing is made for him as a single reporting person.