MONROE CAROLYN 4

What Happened
Carolyn Monroe, Senior Vice President — Title Insurance at Old Republic (ORI), exercised 16,500 stock options on 2026-02-02, acquiring those shares at $21.30 per share for $351,450. As part of a net (cashless) exercise, 10,974 of the newly acquired shares were withheld to cover the exercise price and tax withholdings (reported as disposed) and she sold an additional 5,526 shares in the open market (3,926 shares at $39.28 and 1,600 shares at $39.29). The withheld and sold shares produced disposals totaling about $646,929, while the two open-market sales generated roughly $217,077 in proceeds.

Key Details

• Transaction date: February 2, 2026; Form 4 filed February 4, 2026 (appears timely).
• Exercise: 16,500 shares acquired at $21.30 each = $351,450 (code M).
• Tax/exercise withholding: 10,974 shares withheld at $39.17 (code F) = $429,852.
• Open-market sales: 3,926 shares @ $39.28 = $154,213 and 1,600 shares @ $39.29 = $62,864 (codes S).
• Net result from this exercise: all 16,500 exercised shares were used (10,974 withheld + 5,526 sold), so no additional net shares retained from this exercise.
• Footnotes: holdings reported include 7,348 unvested restricted stock awards (F1). Vesting schedule for the grant: exercisable each Dec 31 at 10%/15%/20%/25%/30% over five years (F3). F2 confirms a net (withholding) exercise to cover exercise price and taxes.
• No indication of a 10b5-1 plan or of a late filing in the provided data.

Context
This was an option exercise combined with a cashless/net exercise and subsequent open-market sales. When shares are withheld to cover exercise costs and taxes (F2), it’s a routine way to satisfy obligations rather than an outright market purchase or an independent sale decision. Such transactions are common for executives exercising stock-based compensation and, by themselves, should not be taken as a directional endorsement of the stock.