Craig R. Smiddy - May 26, 2022 Form 4 Insider Report for OLD REPUBLIC INTERNATIONAL CORP (ORI)

Role: President & CEO, Director
Signature: William J. Dasso, Power of Attorney for Craig R. Smiddy
Stock symbol: ORI
Transactions as of: May 26, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/27/2022, 05:02 PM
Previous filing: Jan 7, 2022
Next filing: Mar 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ORI	Common Stock	Award	$0	+70K	+815.4%	$0.00	78.6K	May 26, 2022	Direct	F1
holding	ORI	Common Stock						26.8K	May 26, 2022	By ESSOP

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ORI	2022 Employee Stock Option	Award	$0	+180K		$0.00	180K	May 26, 2022	Common Stock	180K	$25.49	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These awards were issued under the Old Republic International 2022 Incentive Compensation Plan (the "2022 Plan"). While these awards were conditionally approved on March 10, 2022, they did not become effective until the Company's shareholders approved the 2022 Plan on May 26, 2022. The Common Stock award is restricted and subject to certain forfeiture conditions and vests in three equal installments beginning March 10, 2023. No consideration was paid for these shares, although they were awarded when the Common Stock was valued at $25.49 per share. The 2022 Employee Stock Option award is subject to certain forfeiture conditions and vests in three equal annual installments beginning March 10, 2023.

Content

These awards were issued under the Old Republic International 2022 Incentive Compensation Plan (the "2022 Plan"). While these awards were conditionally approved on March 10, 2022, they did not become effective until the Company's shareholders approved the 2022 Plan on May 26, 2022. The Common Stock award is restricted and subject to certain forfeiture conditions and vests in three equal installments beginning March 10, 2023. No consideration was paid for these shares, although they were awarded when the Common Stock was valued at $25.49 per share. The 2022 Employee Stock Option award is subject to certain forfeiture conditions and vests in three equal annual installments beginning March 10, 2023.