KOVALESKI CHARLES J 4

What Happened

• Charles J. Kovaleski, a director of Old Republic International Corp. (ORI), was granted 1,918 restricted stock units (RSUs) on January 29, 2026 (reported as an Award/Grant). On the same date, 714 shares were surrendered (disposed) to satisfy tax withholding obligations at $39.05 per share, totaling $27,882.
• The RSUs are reported at $0 per share in the filing (typical for RSU grants because they are not an open-market purchase). The 714-share disposition was a tax withholding event rather than an open-market sale.

Key Details

• Transaction date: January 29, 2026. Filing date: February 2, 2026.
• Grant: 1,918 RSUs (code A). Tax withholding: 714 shares surrendered at $39.05 each (code F), proceeds/withholding = $27,882.
• Shares owned after the transactions are not specified in the items provided. Footnote F2 notes that 125 shares acquired via dividend reinvestment are included in reported holdings.
• Footnote F1: RSUs vest on the one-year anniversary of the grant; recipient may elect cash in lieu of shares to cover expected tax liability. Footnote F3: the 714 shares were surrendered to cover tax liabilities upon vesting of previously awarded RSUs.
• No explicit late‑filing flag (transactionTimeliness = 'L') is shown in the supplied data; the filing was made Feb 2 for Jan 29 transactions (verify timeliness vs. the 2‑business‑day Form 4 rule if timing is a concern).

Context

• This was an equity award and routine tax withholding, not an open‑market sale — tax withholding by surrendering shares is common when RSUs vest or are settleable.
• The grant signals compensation/retention activity (RSUs) rather than a buy/sell opinion by the insider; such awards are common for directors and executives.