DARE THOMAS 4

What Happened

• Dare Thomas, Senior Vice President, Secretary and General Counsel of Old Republic International Corp (ORI), had 2,752 restricted stock units (RSUs) vest on March 11, 2026. The RSUs converted one-for-one into 2,752 common shares. To satisfy tax withholding, 881 of those shares were surrendered (disposed) at $40.65 per share, totaling $35,813. The remaining ~1,871 shares were delivered to Thomas.

Key Details

• Transaction date: March 11, 2026; Form 4 filed March 13, 2026 (appears timely).
• Conversion/vesting: 2,752 RSUs converted into 2,752 common shares (transaction code M).
• Tax withholding: 881 shares surrendered at $40.65/share for $35,813 (transaction code F).
• Reporting shows a derivative conversion/disposition entry of 2,752 shares at $0.00 (technical reporting of the RSU conversion).
• Shares owned after transaction: not specified in the filing; approximately 1,871 shares from this vesting remained after withholding.
• Notable footnotes: F1 = RSUs convert 1:1; F3 = shares surrendered to cover tax liability; F4 = these RSUs were granted 3/11/2025 and vest in three equal annual installments beginning 3/11/2026; F2 notes the reporting person also has 8,350 unvested Restricted Stock Awards.

Context

• This was a routine RSU vesting with cashless tax withholding, not an open-market sale or a purchase — common for executive compensation. The surrendered shares were used solely to cover tax obligations on the vested award. The filing does not indicate a 10% owner transaction or a 10b5-1 sales plan.