ADACHI BARBARA 4

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

Research Summary

AI-generated summary of this filing

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Old Republic (ORI) Director Barbara Adachi Receives Award, Sells Shares

What Happened
Barbara Adachi, a director of Old Republic International Corp. (ORI), was granted 1,918 restricted stock units (RSUs) on 2026-01-29 and, concurrently, surrendered 958 shares to satisfy tax withholding obligations. The surrendered shares were valued at $39.05 each, resulting in $37,410 in cash proceeds. The grant itself shows a $0 exercise price (typical for RSUs).

Key Details

  • Transaction date: 2026-01-29 (Form filed 2026-02-02; filing was timely within required 2 business days).
  • Grant: 1,918 RSUs (code A) — reported at $0.00 price (no cash paid).
  • Tax withholding/surrender: 958 shares (code F) at $39.05 each = $37,410 (disposed to cover taxes).
  • Shares owned after transaction: not specified in the provided filing.
  • Footnotes: F1 explains RSUs vest on the one-year anniversary and that the reporting person may elect cash in lieu of shares to cover expected tax liabilities; F2 clarifies shares were surrendered to satisfy tax withholding.

Context
This was primarily an award of RSUs, not an open-market purchase or a value-taking sale for investment reasons. The partial "sale" (share surrender) was a routine cash-in-lieu tax withholding to cover tax liabilities upon vesting, which is common with equity awards and does not necessarily signal a change in the insider's view of the company.

Insider Transaction Report

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

    Common Stock

    [F1]
    2026-01-29+1,91812,244 total
  • Tax Payment

    Common Stock

    [F2]
    2026-01-29$39.05/sh958$37,41011,286 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 Barbara Adachi|2026-02-02

Documents

1 file
  • 4
    wk-form4_1770059659.xmlPrimary

    FORM 4