Smiddy Craig R 4

What Happened

• Craig R. Smiddy, President & CEO and a director of Old Republic International Corp. (ORI), had 9,123 restricted stock units (RSUs convert 1-for-1) vest and convert into 9,123 common shares on March 11, 2026. To cover the tax withholding, he surrendered 2,674 of those shares at $40.65 per share (total value $108,698). The conversion of the derivative instrument is reported separately (M code) with $0 exercise price for the RSUs.
• This was not a cash purchase—it's a routine RSU vesting and tax-withholding transaction, resulting in a net increase of 6,449 shares to Smiddy’s holdings (9,123 acquired minus 2,674 withheld).

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (timely).
• Acquired: 9,123 shares via conversion of RSUs (M code); Exercise/conversion recorded at $0.00.
• Disposed (tax withholding): 2,674 shares at $40.65/share, total $108,698 (F code — surrender to cover tax liability).
• Net new shares received: 6,449.
• Holdings note: Filing indicates the reporting person also has unvested restricted stock awards (includes 27,388 unvested RSAs).
• Footnotes: RSUs convert one-for-one to common stock; the surrender of shares was to cover taxes on vested RSUs; the RSUs were originally granted March 11, 2025 and vest in three equal annual installments beginning March 11, 2026.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = shares withheld/surrendered to cover taxes.

Context

• This is a routine vesting/tax-withholding event, not an open-market sale or purchase that signals a directional bet. The reported disposition relates specifically to tax withholding; the underlying derivative (RSU) was converted to common stock (hence the separate M-line showing disposition of the derivative instrument).