ADACHI BARBARA 4

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.