GRAY WILLIAM T 4

What Happened

• William T. Gray, Executive Vice President & Treasurer of Old Republic International (ORI), had 3,250 restricted stock units (RSUs) convert into common shares on March 11, 2026. Of those shares, 792 were surrendered to cover tax withholding at $40.65 per share, totaling about $32,195. Net shares issued to Gray were 2,458 (3,250 vested minus 792 withheld). This was a vesting/tax-withholding event—not an open-market purchase or a discretionary sale.

Key Details

• Transaction date: March 11, 2026 (Form 4 filed March 13, 2026 — timely).
• Primary actions reported:
  • Conversion/Exercise of derivative (RSU vesting): 3,250 shares.
  • Tax withholding (surrendered shares): 792 shares at $40.65 each, total ≈ $32,195.
• Net shares delivered to insider: 2,458 (3,250 − 792).
• Footnotes of note:
  • F1: RSUs convert one-for-one into common stock.
  • F3: The surrendered 792 shares were to cover tax liability for the vesting RSUs.
  • F4: These RSUs were granted March 11, 2025 and vest in three equal annual installments beginning March 11, 2026 (this was the first installment).
  • F2: Filing notes there are still 8,350 unvested restricted stock awards outstanding for the reporting person.
• Filing timeliness: Reported within the typical Form 4 window (filed Mar 13 for Mar 11 transaction). No 10b5-1 plan or late-filings indicated in the provided excerpt.

Context

• This was a routine vesting of previously granted RSUs with shares surrendered to satisfy tax withholding — a common, non-dispositive administrative action that does not necessarily indicate insider buying or selling intent. The RSU conversion shows $0 cash exercise because RSUs convert one-for-one rather than requiring a cash payment.