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OLD REPUBLIC INTERNATIONAL CORP

For the period ended Dec 31, 2024. Filed Feb 27, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 27, 2025

ORI$39.63+0.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 15. Exhibits

Documents filed as a part of this report:

  1. Financial statements: See Item 8, Index to Financial Statements.

  2. See exhibit index on page 106 of this report.

  3. Financial Statement Schedules.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized (Name, Title or Principal Capacity, and Date).

(Registrant): Old Republic International Corporation

By:/s/ Craig R. Smiddy02/27/2025
Craig R. Smiddy, President, Chief Executive Officer and DirectorDate
By:/s/ Frank J. Sodaro02/27/2025
Frank J. Sodaro, Senior Vice President,Date
Chief Financial Officer and
Principal Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (Name, Title or Principal Capacity, and Date).

/s/ Barbara A. Adachi/s/ Peter B. McNitt
Barbara A. Adachi, Director*Peter B. McNitt, Director*
/s/ Steven J. Bateman/s/ Glenn W. Reed
Steven J. Bateman, Director*Glenn W. Reed, Director*
/s/ Lisa J. Caldwell/s/ Therace M. Risch
Lisa J. Caldwell, Director*Therace M. Risch, Director*
/s/ John M. Dixon/s/ J. Eric Smith
John M. Dixon, Director*J. Eric Smith, Director*
/s/ Michael D. Kennedy/s/ Fredricka Taubitz
Michael D. Kennedy, Director*Fredricka Taubitz, Director*
/s/ Charles J. Kovaleski/s/ Steven R. Walker
Charles J. Kovaleski, Director*Steven R. Walker, Director*
/s/ Spencer LeRoy, III
Spencer LeRoy, III, Director*
  • By /s/ Craig R. Smiddy

Attorney-in-fact

Date: February 27, 2025

INDEX TO FINANCIAL STATEMENT SCHEDULES
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
ScheduleI -Summary of Investments - Other than Investments in Related Parties as of December 31, 2024
ScheduleII -Condensed Financial Information of Registrant as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022
ScheduleIII -Supplementary Insurance Information for the years ended December 31, 2024, 2023 and 2022
ScheduleIV -Reinsurance for the years ended December 31, 2024, 2023 and 2022
ScheduleV -Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022
ScheduleVI -Supplemental Information Concerning Property - Casualty Insurance Operations for the years ended December 31, 2024, 2023 and 2022
Schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements, accompanying footnotes, or elsewhere herein.
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
As of December 31, 2024
($ in Millions)
Column A · Column B · Column C · Column D
Type of investment · Cost (a) · FairValue · Amount atwhich shownin balancesheet
Fixed income securities:
United States Government and
government agencies and authorities$1,771.2$1,714.9$1,714.9
States, municipalities and political subdivisions319.6317.9317.9
Foreign government179.3176.9176.9
Corporate, industrial and all other9,905.89,881.79,881.7
12,175.9$12,091.512,091.5
Short-term investments1,403.71,403.7
Total13,579.713,495.3
Equity securities:
Non-redeemable preferred stocks0.6$1.41.4
Common stocks:
Banks, trusts and insurance companies73.8169.3169.3
Industrial, miscellaneous and all other1,336.22,369.92,369.9
1,410.7$2,540.72,540.7
Other investments42.842.8
Total investments$15,033.3$16,079.0

(a) Represents original cost of equity securities, and as to fixed incomes, original cost reduced by repayments and adjusted for amortization of premium or accrual of discount.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Millions)
December 31,
20242023
Assets:
Bonds and notes$10.5$10.5
Short-term investments128.121.1
Cash26.75.0
Investments in, and indebtedness of related parties7,579.18,027.7
Other assets153.5116.6
Total assets$7,898.1$8,181.0
Liabilities and Common Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses$588.8$69.6
Debt and debt equivalents1,588.71,591.2
Indebtedness to affiliates and subsidiaries101.6109.4
Total liabilities2,279.21,770.3
Common shareholders' equity:
Common stock248.8278.3
Additional paid-in capital—678.7
Retained earnings5,519.75,644.3
Accumulated other comprehensive loss(102.4)(132.4)
Unallocated 401(k) plan shares (at cost)(47.1)(58.2)
Total common shareholders' equity5,618.96,410.7
Total liabilities and common shareholders' equity$7,898.1$8,181.0

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Millions)
Years Ended December 31,
202420232022
Revenues:
Investment income from subsidiaries$112.1$122.0$118.0
Real estate and other income4.34.14.2
Other investment income5.34.81.2
Realized investment losses—(4.5)—
Total revenues121.8126.5123.6
Expenses:
Interest - subsidiaries3.64.23.9
Interest - other79.867.167.1
Real estate and other expenses5.24.84.5
General expenses, taxes and fees35.857.123.6
Total expenses124.5133.399.2
Revenues, net of expenses(2.7)(6.8)24.3
Federal income taxes (credits)(1.7)(0.8)2.9
Income (loss) before equity in earnings of subsidiaries(0.9)(5.9)21.3
Equity in earnings (loss) of subsidiaries:
Dividends received796.2673.3614.6
Earnings (loss) in excess of dividends57.4(68.6)50.5
Net Income$852.7$598.6$686.4

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
($ in Millions)
Years Ended December 31,
202420232022
Cash flows from operating activities:
Net income$852.7$598.6$686.4
Adjustments to reconcile net income to
net cash provided by operating activities:
Accounts receivable0.7(0.9)—
Income taxes - net8.5(49.8)59.4
Excess of equity in (earnings) loss of subsidiaries
over cash dividends received(57.4)68.6(50.5)
Realized investment losses—4.5—
Accounts payable, accrued expenses and other(28.8)14.7(34.8)
Total775.7635.8660.6
Cash flows from investing activities:
Purchase of fixed assets for Company use(1.8)(3.2)(4.1)
Net repayment (issuance) of notes to related parties595.554.664.9
Net decrease (increase) in short-term investments(107.0)13.9(23.8)
Investment in, and indebtedness of related parties - net—85.0140.0
Total486.6150.3176.9
Cash flows from financing activities:
Issuance of debentures and notes395.9——
Net receipt (repayment) of notes and loans from related parties(13.6)(5.1)(4.8)
Issuance of common shares2.031.126.6
Redemption of debentures and notes(400.0)——
Dividends on common shares(271.9)(275.5)(579.7)
Repurchase of common stock(942.2)(535.3)(281.2)
Other - net(10.8)1.71.5
Total(1,240.6)(783.1)(837.6)
Increase (decrease) in cash21.73.0—
Cash, beginning of year5.02.02.0
Cash, end of year$26.7$5.0$2.0

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES

SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL STATEMENTS

($ in Millions)

Note 1 - Summary of Significant Accounting Policies

Old Republic International Corporation's (the Company or Old Republic) condensed financial statements are presented in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP) and should be read in conjunction with the consolidated financial statements and accompanying footnotes of Old Republic International Corporation and Subsidiaries included in its Annual Report on Form 10-K.

Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.

Note 2 - Investments in Consolidated Subsidiaries

Old Republic International Corporation's investments in consolidated subsidiaries are reflected in the condensed financial statements in accordance with the equity method of accounting. Undistributed earnings in excess of dividends received are recorded as separate line items in the condensed statements of income.

Note 3 - Debt

On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875% per year and mature on August 26, 2026.

On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850% per year and mature on June 11, 2051.

On March 31, 2024, the Company completed a public offering of $400.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 5.750% per year and mature on March 28, 2034. This issuance was completed in anticipation of the $400.0 of 4.875% Senior Notes that matured and were redeemed in cash on October 1, 2024.

Note 4 - Common Stock Repurchases

On May 12, 2023, the Board of Directors authorized a $450.0 share repurchase program which was completed during the first quarter of 2024. On March 1, 2024, the Board of Directors authorized a $1.1 billion share repurchase program.

Total 2024 share repurchases, inclusive of taxes and fees, under these programs were 29.9 million shares for $951.6 (average price of $31.82). Following the close of the year and through February 19, 2025, the Company repurchased 0.7 million additional shares for $25.5 (average price of $34.57) leaving $205.8 remaining under the current authorization.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the Years Ended December 31, 2024, 2023 and 2022
($ in Millions)
Column AColumn BColumn CColumn DColumn EColumn F
SegmentDeferredPolicyAcquisitionCostsLoss and Loss Adjustment Expense ReservesUnearnedPremiumsOtherPolicyholders'Benefits andFundsPremiumRevenue
Year Ended December 31, 2024:
Insurance Underwriting:
Specialty Insurance$531.1$7,341.5$2,591.4$134.5$4,677.0
Title Insurance—572.7—1.62,334.6
Corporate & Other (a)0.16.4—30.214.6
Reinsurance Recoverable (c)—5,807.1913.97.6—
Consolidated$531.3$13,727.7$3,505.4$174.0$7,026.4
Year Ended December 31, 2023:
Insurance Underwriting:
Specialty Insurance$417.6$6,955.2$2,253.1$109.3$4,119.2
Title Insurance—598.5—1.52,300.9
Corporate & Other (a)(b)0.26.6—30.825.6
Reinsurance Recoverable (c)—4,977.7789.58.6—
Consolidated$417.8$12,538.2$3,042.6$150.4$6,445.9
Year Ended December 31, 2022:
Insurance Underwriting:
Specialty Insurance$382.2$6,824.8$2,028.5$137.1$3,808.6
Title Insurance—612.8—3.33,500.6
Corporate & Other (a)0.284.20.131.832.9
Reinsurance Recoverable (c)—4,699.5759.19.8—
Consolidated$382.5$12,221.5$2,787.8$182.2$7,342.1

(a) Includes amounts for the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.

(b) RFIG Run-off loss and loss adjustment expense reserves of $54.9 and unearned premiums of $0.1 were classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.

(c)In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $6.7 billion, $5.7 billion, and $5.4 billion at December 31, 2024, 2023, and 2022, respectively. This accounting treatment does not have any effect on the Company's results of operations.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the Years Ended December 31, 2024, 2023 and 2022
($ in Millions)
Column AColumn GColumn HColumn IColumn JColumn K
SegmentNetInvestmentIncomeLoss and Loss Adjustment ExpensesAmortizationof DeferredPolicyAcquisitionCostsOtherOperatingExpensesPremiumsWritten
Year Ended December 31, 2024:
Insurance Underwriting:
Specialty Insurance$546.5$2,999.1$770.0$783.1$5,030.5
Title Insurance63.246.1—2,492.72,334.6
Corporate & Other (a)63.32.6—67.815.9
Reinsurance Recoverable (c)—————
Consolidated$673.1$3,048.0$770.0$3,343.6$7,381.0
Year Ended December 31, 2023:
Insurance Underwriting:
Specialty Insurance$462.7$2,553.3$680.0$723.0$4,356.3
Title Insurance57.048.7—2,438.22,300.9
Corporate & Other (a)(b)58.5(5.4)—72.725.6
Reinsurance Recoverable (c)—————
Consolidated$578.3$2,596.6$680.0$3,234.1$6,682.9
Year Ended December 31, 2022:
Insurance Underwriting:
Specialty Insurance$358.0$2,364.6$591.2$669.5$3,978.2
Title Insurance47.989.1—3,484.63,500.6
Corporate & Other (a)53.5(13.4)0.240.332.8
Reinsurance Recoverable (c)—————
Consolidated$459.5$2,440.2$591.4$4,194.5$7,511.6

(a) Includes amounts for the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.

(b) RFIG Run-off loss and loss adjustment expense reserves of $54.9 and unearned premiums of $0.1 were classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.

(c) In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $6.7 billion, $5.7 billion, and $5.4 billion at December 31, 2024, 2023, and 2022, respectively. This accounting treatment does not have any effect on the Company's results of operations.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
For the Years Ended December 31, 2024, 2023 and 2022
($ in Millions)
Column AColumn BColumn CColumn DColumn EColumn F
GrossAmountCededto OtherCompaniesAssumedfrom OtherCompaniesNetAmountPercentageof AmountAssumedto Net
Year Ended December 31, 2024:
Life insurance in force$650.6$351.4$—$299.1—%
Premium Revenues:
Specialty Insurance$7,221.8$2,652.8$108.0$4,677.02.3%
Title Insurance2,332.3—2.22,334.60.1
RFIG Run-off5.7——5.7—
Life and Health Insurance:
Life insurance5.62.1—3.5—
Accident and health insurance10.44.9—5.4—
Total Life & Health Insurance16.17.1—8.9—
Consolidating adjustments—(0.2)(0.2)——
Consolidated$9,575.9$2,659.6$110.0$7,026.41.6%
Year Ended December 31, 2023:
Life insurance in force$933.8$563.3$—$370.4—%
Premium Revenues:
Specialty Insurance$6,513.2$2,488.6$94.7$4,119.22.3%
Title Insurance2,299.1—1.82,300.90.1
RFIG Run-off16.4——16.4—
Life and Health Insurance:
Life insurance6.52.6—3.8—
Accident and health insurance11.15.8—5.3—
Total Life & Health Insurance17.68.4—9.1—
Consolidating adjustments—(0.3)(0.3)——
Consolidated$8,846.4$2,496.7$96.2$6,445.91.5%
Year Ended December 31, 2022:
Life insurance in force$1,266.7$784.5$—$482.1—%
Premium Revenues:
Specialty Insurance$6,021.0$2,299.5$87.1$3,808.62.3%
Title Insurance3,498.10.12.63,500.6—
RFIG Run-off23.2——23.2—
Life and Health Insurance:
Life insurance7.13.2—3.9—
Accident and health insurance13.78.0—5.6—
Total Life & Health Insurance20.811.2—9.6—
Consolidating adjustments—(0.3)(0.3)——
Consolidated$9,563.3$2,310.5$89.4$7,342.11.2%
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2024, 2023 and 2022
($ in Millions)
Column A · Column B · Column C · Column D · Column E
Additions
DescriptionBalance atBeginning ofPeriodCharged toCosts andExpenses (a)Chargedto OtherAccounts -DescribeDeductions - DescribeBalance atEnd ofPeriod
Year Ended December 31, 2024:
Deducted from Asset Accounts:
Reserve for credit losses$43.6$8.5$—$—$52.2
Year Ended December 31, 2023:
Deducted from Asset Accounts:
Reserve for credit losses$43.0$0.6$—$—$43.6
Year Ended December 31, 2022:
Deducted from Asset Accounts:
Reserve for credit losses$40.1$2.9$—$—$43.0

(a)RFIG Run-off credit loss reserve of $0.1 has been classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES

SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING

PROPERTY-CASUALTY INSURANCE OPERATIONS

For the Years Ended December 31, 2024, 2023 and 2022

($ in Millions)

Column A · Column B · Column C · Column D · Column E
Affiliation With Registrant (a) · DeferredPolicyAcquisitionCosts · Loss and Loss AdjustmentExpense Reserves (b) · Discount,If Any,Deducted inColumn C · UnearnedPremiums (b)
Year Ended December 31:
2024$531.1$7,341.5$171.8$2,591.4
2023417.66,955.2179.92,253.1
2022382.26,824.8184.72,028.5
Column AColumn FColumn GColumn H
NetInvestmentIncome · Loss and Loss Adjustment ExpensesIncurred Related to
Affiliation With Registrant (a)EarnedPremiumsCurrentYearPriorYears
Year Ended December 31:
2024$4,677.0$546.5$3,081.9$(106.2)
20234,119.2462.72,770.7(234.0)
20223,808.6358.02,545.1(193.1)
Column AColumn IColumn JColumn K
Affiliation With Registrant (a)Amortizationof DeferredPolicyAcquisitionCostsPaidLossand LossAdjustmentExpensesPremiumsWritten
Year Ended December 31:
2024$770.0$2,589.3$5,030.5
2023680.02,406.24,356.3
2022591.22,114.23,978.2

(a)Includes consolidated property-casualty entities. The amounts relating to the Company's unconsolidated property-casualty subsidiaries and the proportionate share of the registrant's and its subsidiaries' 50%-or-less owned property-casualty equity investees are immaterial and have, therefore, been omitted from this schedule.

(b)See note (c) to Schedule III.

EXHIBIT INDEX
An index of exhibits required by Item 601 of Regulation S-K follows:
(3)Articles of incorporation and by-laws.
(A)*Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's Form 10-Q filed August 7, 2023).
(B)*Amended and Restated By-laws. (Exhibit 3.1 to Registrant's Form 8-K filed January 9, 2024).
(4)Instruments defining the rights of security holders, including indentures.
(A)*Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) to Registrant's Form 8 dated August 28, 1987).
(B)*Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee (refiled as Exhibit 4.1 to Registrant's Form 8-K filed April 22, 2009).
(C)*Supplemental Indenture No. 1 dated as of June 15, 1997, supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form 8-A filed June 16, 1997).
(D)*Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form S-3/A filed January 7, 1998).
(E)*Fifth Supplemental Indenture dated as of September 25, 2014 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed September 25, 2014).
(F)*Sixth Supplemental Indenture dated as of August 26, 2016 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed August 26, 2016).
(G)*Seventh Supplemental Indenture dated as of June 11, 2021 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed June 8, 2021).
(H)*Eighth Supplemental Indenture dated as of March 28, 2024, between the Company and Wilmington Trust Company, as trustee (including the form of Notes). (Exhibit 4.1 to Registrant's Form 8-K filed March 28, 2024).
(I)*Description of Common Stock of the Registrant (Exhibit 4(H) to Registrant's Form 10-K filed February 24, 2023).
(10)Material contracts.
**(A)*Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant's Annual Report on Form 10-K for 2018).
**(B)*Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2014).
**(C)*Old Republic International Corporation 2016 Incentive Compensation Plan. (Exhibit 99.1 to Registrant's Form 8-K filed May 28, 2015).
**(D)*Forms of Agreement for Old Republic International Corporation to use as a Sign-On Restricted Stock Award or as a Restricted Stock Award for awards granted to certain employees or officers of the Registrant or its Subsidiaries. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2017).
**(E)*Old Republic International Corporation 2022 Incentive Compensation Plan. (Exhibit 10.1 to Registrant's Form 8-K filed May 31, 2022).
**(F)Amendment to the Old Republic International Corporation 2022 Incentive Compensation Plan.
**(G)*Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.2 to Registrant's Form 8-K filed May 31, 2022).

(Exhibit Index, Continued)

**(H)*Form of Stock Option Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.3 to Registrant's Form 8-K filed March 8, 2024) (2024 Form).
**(I)Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan) (2025 Form).
**(J)*Old Republic International Corporation Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.3 to Registrant's Form 8-K filed May 31, 2022).
**(K)*Old Republic International Corporation 2023 Cash Incentive Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 21, 2023).
**(L)*Form of Award Agreement for Old Republic International Corporation 2023 Cash Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 21, 2023).
**(M)*Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2018.)
(N)*Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2013).
**(O)*Old Republic International Corporation Nonqualified Deferred Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed September 19, 2024).
**(P)*Form of Restricted Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 8, 2024).
**(Q)*Form of Performance-Based Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 8, 2024).
**(R)Form of Non-Employee Director Award Agreement (2022 Incentive Compensation Plan).
(19)Old Republic International Corporation Securities Trading Policy.
(21)Subsidiaries of the registrant.
(23.1)Consent of KPMG LLP.
(24)Powers of attorney.
(31.1)Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(97)*Old Republic International Corporation Compensation Recovery Policy (Exhibit 97 to Registrant's Form 10-K filed February 28, 2023).
(99)ORI 401(k) Savings and Profit Sharing Plan restated effective January 1, 2025.
(101.INS)XBRL Instance Document - The instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)XBRL Taxonomy Extension Schema
(101.CAL)XBRL Taxonomy Extension Calculation Linkbase

(Exhibit Index, Continued)

(101.DEF)XBRL Taxonomy Extension Definition Linkbase
(101.LAB)XBRL Taxonomy Extension Label Linkbase
(101.PRE)XBRL Taxonomy Extension Presentation Linkbase
  • Exhibit incorporated herein by reference.

** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

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