WALKER STEVEN R 4

What Happened
Steven R. Walker, a director of Old Republic International Corp. (ORI), received an award of 1,918 restricted stock units (RSUs) on 2026-01-29 (reported as an acquisition). Concurrently, 938 shares were surrendered to satisfy tax withholding obligations at a reported withholding price of $39.05 per share, totaling $36,629. The grant is reported at $0.00 acquisition price because it is an RSU award.

Key Details

• Transaction date: 2026-01-29; Form 4 filed 2026-02-02 (appears timely — filed within two business days).
• Award: 1,918 RSUs granted (reported as code A, acquisition at $0.00).
• Tax withholding: 938 shares surrendered (code F) at $39.05 per share for $36,629 cash withheld.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1 — RSUs vest on the one-year anniversary and can be elected to be paid partly in cash to cover taxes; F2 — shares surrendered were exchanged for cash to satisfy tax liabilities (cash-in-lieu withholding).

Context
This filing reflects a routine RSU grant and a tax-withholding event (shares surrendered to cover taxes), not an open-market sale. The surrendered shares are a cashless withholding mechanism common with equity awards and do not necessarily indicate a change in the director’s view of the company.