Smith John Eric 4

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

Research Summary

AI-generated summary of this filing

Updated

Old Republic (ORI) Director John E. Smith Receives Award, Sells Shares

What Happened
John E. Smith, a director of Old Republic International Corp (ORI), was granted 1,918 restricted stock units (RSUs) on January 29, 2026 (reported as an award/acquisition). On the same date, 816 shares were surrendered (disposed) to satisfy tax withholding obligations at a reported price of $39.05 per share, generating $31,865 in cash. The RSUs were reported at $0.00 per share because they are restricted awards, not open-market purchases.

Key Details

  • Transaction date: 2026-01-29 (Filed: 2026-02-02; filing appears timely)
  • Grant: 1,918 RSUs (coded A), reported at $0.00 per share
  • Tax withholding Disposal: 816 shares (coded F) surrendered at $39.05 = $31,865
  • Shares owned after the transaction: not specified in this Form 4
  • Footnotes: F1 — RSUs vest on the one-year anniversary of the grant; recipient may elect cash in lieu of shares to cover expected tax liability. F2 — The 816 shares were surrendered for cash to satisfy tax liabilities upon vesting (tax withholding), not an open-market sale.

Context
This filing reflects a grant of RSUs and a routine cash-in-lieu tax withholding (a common practice when equity awards vest). The disposal of 816 shares was to cover tax obligations and should not be interpreted as a discretionary market sale signaling a change in insider sentiment.

Insider Transaction Report

Form 4
Period: 2026-01-29
Transactions
  • Award

    Common Stock

    [F1]
    2026-01-29+1,9183,957 total
  • Tax Payment

    Common Stock

    [F2]
    2026-01-29$39.05/sh816$31,8653,141 total
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 John Eric Smith|2026-02-02

Documents

1 file
  • 4
    wk-form4_1770059411.xmlPrimary

    FORM 4