GRAY WILLIAM T 4

What Happened

William T. Gray, Executive Vice President & Treasurer of Old Republic International Corp. (ORI), had 3,509 restricted stock units convert into common shares on March 6, 2026. Of those shares, 921 were surrendered to cover tax withholding at $42.07 per share (total $38,746). Net shares added to Gray’s holdings were 2,588 (3,509 converted minus 921 withheld). The conversion is reported as a derivative exercise/conversion (code M) with the withholding reported as a disposition for tax purposes (code F).

Key Details

• Transaction date: March 6, 2026; Form filed March 10, 2026 (timely filing within 2 business days).
• Shares converted: 3,509 RSUs → 3,509 common shares (conversion reported as M).
• Shares surrendered for taxes: 921 shares at $42.07 each = $38,746 (reported as F).
• Net shares received: 2,588.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Relevant footnotes:
  • RSUs convert 1-for-1 into common stock (F1).
  • The filing notes 8,350 unvested restricted stock awards remain (F2).
  • The 921-share disposition is a surrender to cover tax liability on vested RSUs (F3).
  • These RSUs were granted March 6, 2024 and vest in three equal annual installments beginning March 6, 2025 (F4).

Context

This was a standard RSU vesting and tax-withholding transaction — not an open-market sale or purchase. The conversion of RSUs into shares and the surrender of a portion to cover taxes are routine insider events and do not by themselves indicate a buy/sell signal. The filing shows the mechanics (derivative conversion and tax withholding) clearly for investor transparency.