MONROE CAROLYN 4

What Happened Carolyn Monroe, Senior Vice President — Title Insurance at Old Republic International (ORI), had 2,907 restricted stock units (RSUs) convert into common shares on March 6, 2026. Of those shares, 708 were surrendered to cover tax withholding (reported as a disposition) for $29,786. Net shares retained from the vesting were 2,199 (2,907 converted minus 708 withheld). The RSUs converted at no exercise price (non‑economic conversion).

Key Details

• Transaction date: March 6, 2026; Form 4 filed March 10, 2026 (timely within the two-business-day rule).
• Conversion: 2,907 RSUs converted into 2,907 common shares (transaction code M).
• Tax withholding: 708 shares surrendered to satisfy taxes at $42.07 per share, totaling $29,786 (transaction code F).
• Net new shares retained: 2,199 shares.
• Filing notes: Includes 7,348 unvested Restricted Stock Awards remaining (per footnote). Footnotes state RSUs convert 1-for-1 and that these RSUs were part of a grant made March 6, 2024 that vests in three equal annual installments beginning March 6, 2025.

Context This was a routine vesting and share‑withholding tax event (not an open‑market sale or purchase). RSUs convert into common stock without an exercise price; withholding shares to cover taxes is a common practice and does not necessarily indicate a change in insider sentiment.