OLD REPUBLIC INTERNATIONAL CORP 8-K

What Happened
Old Republic International Corporation announced on May 13, 2026 that it priced a registered underwritten public offering of $700,000,000 aggregate principal of 5.700% Senior Notes due June 1, 2036. The notes were sold under an underwriting agreement with Morgan Stanley & Co. LLC and PNC Capital Markets LLC and issued under the company’s existing indenture as supplemented by a ninth supplemental indenture dated May 18, 2026.

Key Details

• Offering size: $700,000,000 of 5.700% Senior Notes due June 1, 2036.
• Interest and payment: 5.700% fixed annual interest, payable semi‑annually on June 1 and December 1, beginning December 1, 2026.
• Redemption and call: Redeemable prior to the Par Call Date (March 1, 2036) at the greater of 100% of principal or a Treasury‑rate based present‑value calculation (plus specified spread); on/after Par Call Date redeemable at 100% of principal plus accrued interest.
• Legal and documentation: Notes issued under the Base Indenture (Aug. 15, 1992) as supplemented by the Ninth Supplemental Indenture (May 18, 2026); Wilmington Trust Company is trustee. Underwriting Agreement dated May 13, 2026. Registration under Form S‑3 (No. 333‑277713).

Why It Matters
This filing creates a new long‑term debt obligation of $700M for Old Republic, which will increase the company’s outstanding senior debt and add fixed interest expense. The offering provides the company with committed financing on a 10‑year maturity profile; investors should note the interest rate, maturity, redemption terms, and the indenture’s default/acceleration provisions (including automatic acceleration in certain bankruptcy events). These are material to bondholders and equity investors because they affect leverage, interest costs, and the company’s capital structure going forward.