CALDWELL LISA J 4

4 · OLD REPUBLIC INTERNATIONAL CORP · Filed Feb 2, 2026

AI-generated summary of this filing

Updated Feb 2, 2026

Old Republic (ORI) Director Lisa J. Caldwell Receives RSU Award, Surrenders Shares

What Happened

Lisa J. Caldwell, a director of Old Republic International Corp. (ORI), was granted 1,918 restricted stock units (RSUs) on 2026-01-29 (grant code A). No cash was paid for the grant.
On the same date she surrendered 841 shares (code F) as a cash-in-lieu tax withholding to satisfy tax liabilities related to prior awards; those 841 shares were valued at $39.05 each for a total of $32,841 (reported as a disposition).

Key Details

Transaction date: 2026-01-29; Form 4 filed: 2026-02-02 (filed within the required reporting window).
Grant: 1,918 RSUs (no purchase price).
Tax withholding: 841 shares surrendered at $39.05/share, total $32,841.
Shares owned after the transactions: not specified in the filing.
Footnotes: RSUs vest on the one-year anniversary of the grant. The filing notes the reporting person may elect to receive cash in lieu of shares to cover expected tax liability; the surrendered shares were used to satisfy such tax obligations (tax-withholding treatment, code F).

Context

This was an equity award and a tax-withholding transaction, not an open-market sale. Surrendering shares to cover taxes is a routine administrative step and does not necessarily signal a view on the company’s shares.

Form 4

Period: 2026-01-29

Director

Transactions

Footnotes (2)

[F1]Represents restricted stock units, vesting on the one-year anniversary of the grant date. In order to provide the reporting person with liquidity for any tax obligations that arise upon vesting of the restricted stock units, prior to the vesting date, the reporting person may elect to receive a portion of the award in cash in lieu of Common Stock in an amount that does not exceed the expected tax liability based on the maximum individual statutory tax rates.
[F2]Shares surrendered in exchange for a cash payment to satisfy tax liabilities incident to the vesting of previously awarded restricted stock units.

Signature

By Victoria Pool, Power of Attorney for Lisa J. Caldwell|2026-02-02

1 file