Old Republic (ORI) Exec Reports Option Exercise, Sale and Gift on Form 4

Rhea-AI Filing Summary

Stephen J. Oberst, Executive Vice President of Old Republic International Corporation (ORI), reported multiple transactions on 08/21/2025. He exercised 16,000 options at an exercise price of $18.14 (code M), resulting in acquisition of 16,000 common shares. Simultaneously, 11,203 shares were surrendered/withheld in a net exercise to cover the exercise price and taxes (code F), 4,797 shares were sold (code S) at approximately $39.29 per share, and 19,216 shares were transferred as a gift (code G) at $0. After these reported transactions, Mr. Oberst directly beneficially owns 35,445 shares and indirectly holds 102,279 shares through the ORI 401(k). The filing notes 11,690 unvested Restricted Stock Awards remain outstanding.

Positive

• Exercise of 16,000 options at a $18.14 exercise price demonstrates continued equity participation
• Substantial indirect ownership remains via the ORI 401(k): 102,279 shares
• Disclosure includes vesting information and number of unvested Restricted Stock Awards (11,690)

Negative

• Direct beneficial ownership decreased to 35,445 shares after the net exercise, sale, and gift
• 19,216 shares transferred as a gift, reducing direct holdings without an explained recipient

Insights

Securities Analyst

TL;DR: Multiple option exercise, net withholding, sale, and a gift reduced direct holdings while leaving substantial indirect ownership via the 401(k).

The filing shows a routine executive option exercise (16,000 options at $18.14) with a concurrent net exercise withholding of 11,203 shares to cover exercise price and taxes, a small open-market sale of 4,797 shares at about $39.29, and a gift transfer of 19,216 shares. Direct beneficial ownership fell to 35,445 shares while indirect holdings via the company 401(k) total 102,279 shares. The transaction profile—exercise plus tax withholding and a modest sale—appears consistent with standard option exercise and liquidity actions rather than a company-specific shift in strategy; no new material corporate developments are disclosed.

Corporate Governance Expert

TL;DR: Transactions include standard option exercise mechanics and a gift; disclosure is complete and indicates remaining unvested awards.

The Form 4 documents appropriate disclosures: exercise date, exercise price, net share withholding for taxes, sale details, and a gift transfer. The form also clarifies 11,690 unvested Restricted Stock Awards and the vesting schedule for the 2016 option grant. From a governance and compliance perspective, the form appears properly completed and signed by power of attorney, meeting Section 16 reporting requirements. No governance concerns or irregularities are indicated by the filing itself.

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

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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^*

OBERST STEPHEN J

(Last) (First) (Middle)

307 NORTH 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 Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		M		16,000	A	$18.14	70,661(1)	D
Common Stock	08/21/2025		F(2)		11,203	D	$39.3	59,458(1)	D
Common Stock	08/21/2025		S		4,797	D	$39.29	54,661(1)	D
Common Stock	08/21/2025		G		19,216	D	$0	35,445(1)	D
Common Stock								102,279	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
2016 Employee Stock Option	$18.14	08/21/2025		M			16,000	12/31/2016(3)	03/23/2026	Common Stock	16,000	$0	0	D

Explanation of Responses:

1. Includes 11,690 unvested Restricted Stock Awards.

2. 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.

3. This grant became exercisable each December 31 at the rate of 10% the first year, 15% the second year, 20% the third year, 25% the fourth year, and 30% the fifth year, beginning on the date shown.

Remarks:

	By Victoria Pool, Power of Attorney for Stephen J. Oberst	08/25/2025
	** 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.
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FAQ

What transactions did Stephen J. Oberst report on Form 4 for ORI?

He reported exercising 16,000 options at $18.14, a net withholding of 11,203 shares to cover exercise price and taxes, sale of 4,797 shares at about $39.29, and a gift of 19,216 shares, all on 08/21/2025.

How many ORI shares does Oberst directly and indirectly beneficially own after the transactions?

Direct ownership: 35,445 shares. Indirect ownership: 102,279 shares held by the ORI 401(k), as reported.

Were any unvested awards disclosed in the filing?

Yes. The filing states there are 11,690 unvested Restricted Stock Awards included in the reported holdings.

What was the exercise price and origin of the exercised options?

The exercised options were from a 2016 Employee Stock Option grant with an exercise price of $18.14 and vesting schedule described in the filing.

Who signed the Form 4 for Stephen J. Oberst?

The form was signed by Victoria Pool, as Power of Attorney for Stephen J. Oberst on 08/25/2025.