DARE THOMAS 4

What Happened

• Thomas (Tom) Dare, Senior Vice President, Secretary & General Counsel of Old Republic International Corp (ORI), had restricted stock units (RSUs) convert into 3,008 common shares on March 6, 2026. To cover withholding tax on the vesting, 963 of those shares were surrendered at $42.07 per share, producing $40,513 in tax withholding. The conversion is reported as an exercise/conversion of a derivative (code M) and the withholding is reported under code F.

Key Details

• Transaction date(s): March 6, 2026; Form 4 filed March 10, 2026 (filed within the typical 2-business-day Form 4 deadline).
• Shares converted: 3,008 RSUs -> 3,008 common shares (one-for-one conversion per footnote).
• Shares surrendered for taxes: 963 shares at $42.07 = $40,513 withheld (code F).
• Net shares added to beneficial ownership from this vesting: 3,008 − 963 = 2,045 shares.
• Footnotes: RSUs convert one-for-one (F1); reporting includes 8,350 unvested Restricted Stock Awards (F2); the share surrender was to cover tax liability on vesting (F3); the RSUs were originally granted March 6, 2024 and vest in three equal annual installments beginning March 6, 2025 (F4).
• Shares owned following the reported transaction: the filing excerpt provided does not state total common shares beneficially owned after the transaction; it does note 8,350 unvested awards.

Context

• This filing reflects routine vesting of RSUs and share-withholding for taxes (common insider administrative activity), not an open‑market sale or purchase. The conversion of RSUs is reported as a derivative exercise/conversion; because shares were withheld to satisfy tax obligations (a share-surrender), there was no cash purchase or open-market sale by the insider.