CALDWELL LISA J 4

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.