Smith John Eric 4

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.