OLD REPUBLIC INTERNATIONAL CORP 8-K

What Happened
Old Republic International Corporation (ORI) announced on June 30, 2026 that members of Everett Cash Mutual Insurance Co. (ECM) approved ECM’s conversion from a mutual company to a stock company (to be named ECM Insurance Company) and approved ORI’s acquisition of the ECM Group. ORI also completed a subscription offering of its common stock to certain ECM members, employees, and non‑employee directors, receiving subscriptions totaling approximately $24,667,369.00. The per‑share purchase price was $25.8025, a 35.00% discount to the 10‑day volume‑weighted average price of $39.6961 (period ending June 29, 2026). Pursuant to the Plan of Conversion, upon filing ECM’s amended and restated certificate of incorporation with the Pennsylvania Secretary of State on July 1, 2026, ORI will deliver up to 955,903 shares and complete the acquisition. (Press release included as Exhibit 99.1.)

Key Details

• Subscriptions received: approximately $24,667,369.00.
• Purchase price per share: $25.8025 (35.00% discount to 10‑day VWAP of $39.6961).
• Maximum shares to be delivered by ORI at closing: up to 955,903 shares.
• Conversion filing with PA Secretary of State and closing date: July 1, 2026.

Why It Matters
This transaction adds the ECM insurance operations to ORI’s business and was structured to give certain ECM stakeholders the opportunity to buy ORI stock at a material discount. ORI will issue up to 955,903 shares as part of the closing consideration, which will increase the company’s shares outstanding. The cash proceeds (~$24.7M) and the completed subscription offering are concrete, near‑term effects disclosed by the company; the conversion filing on July 1, 2026 triggers the formal closing of the acquisition.