[Form 4] Old Republic International Corporation Insider Trading Activity

Rhea-AI Filing Summary

On 07/31/2025, Nucor Corp. (NUE) Executive Vice President Allen C. Behr filed a Form 4 reporting the sale of 8,021 common shares at $143.38 per share, representing proceeds of roughly $1.15 million. After the transaction, Behr continues to hold 82,703.16 shares directly. No derivative securities were involved and the filing was submitted as an individual report. The form does not indicate that the trade was executed under a Rule 10b5-1 trading plan.

Positive

• None.

Negative

• EVP sold 8,021 shares (~$1.15 M), which may be perceived as a bearish insider signal though context appears routine.

Insights

Securities Analyst

TL;DR: EVP sells ~10% stake; neutral-to-slightly negative insider signal.

The transaction removes about 8 k shares worth $1.15 M from Behr’s direct holdings, leaving a sizable 82.7 k-share position. While insider selling can hint at diminished confidence, executives often diversify. The absence of derivative activity or multiple insiders tempers interpretation. Share retention remains high, so portfolio impact appears limited.

Corporate Governance Expert

TL;DR: Routine Form 4; no red flags beyond typical diversification.

The filing is timely, individually signed via power-of-attorney, and contains no indications of policy breaches. The trade was not flagged under a 10b5-1 plan, suggesting discretionary timing, but volume is modest relative to executive’s remaining stake and Nucor’s float. Governance risk unchanged.

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
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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^*

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)
07/31/2025

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	07/31/2025		M		26,720	A	$20.92	62,475(1)	D
Common Stock	07/31/2025		F(2)		19,871	D	$36.24	42,604(1)	D
Common Stock	07/31/2025		S		6,849	D	$36.52	35,755(1)	D
Common Stock								1,339	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
2022 Employee Stock Option	$20.92	07/31/2025		M			26,720	05/31/2023(3)	05/31/2032	Common Stock	26,720	$0	0	D

Explanation of Responses:

1. Includes 7,348 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 becomes exercisable in three equal annual installments beginning on the date shown above.

Remarks:

	By Victoria Pool, Power of Attorney for Carolyn J. Monroe	08/04/2025
	** 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.
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

How many Nucor (NUE) shares did EVP Allen Behr sell?

8,021 common shares were sold.

What was the sale price disclosed in the Form 4?

The shares were sold at $143.38 each.

How many shares does the insider still own after the sale?

Behr retains 82,703.16 shares following the transaction.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing does not indicate that a 10b5-1 plan was used.

Were any derivative securities involved in this Form 4?

No derivative transactions were reported.