OLD REPUBLIC INTERNATIONAL CORP
For the period ended Sep 30, 2026. Filed Oct 30, 2026.
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Sep 30, 2026 · Filed Oct 30, 2026
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
($ in Millions, Except Per Share Data)
Old Republic International Corporation is a Chicago-based holding company engaged in the business of insurance underwriting and related services. It conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of a small life and accident insurance business is included within the Corporate & Other caption of this report. "Old Republic" or "the Company" refers to Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation, as the context requires.
Note 1 -Summary of Significant Accounting Policies
Accounting Principles - The accompanying consolidated financial statements have been prepared in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). These interim financial statements should be read in conjunction with these notes and those included in the Company's 2025 Annual Report on Form 10-K incorporated herein by reference. The financial accounting and reporting process relies on estimates and on the exercise of judgment. In the opinion of management all adjustments consisting only of normal recurring accruals necessary for a fair presentation of interim periods' results and financial condition have been recorded. Pertinent accounting and disclosure pronouncements issued by the FASB are adopted by the Company as they become effective.
Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to per share data) in millions, which amounts may not add to totals shown due to truncation. Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.
Accounting Standards Pending Adoption- In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses which will require additional disclosure as to the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, such as employee compensation, depreciation, and intangible asset amortization. The guidance does not change the requirements for the presentation of expenses on the face of the income statement.
The requirements are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, and will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of this disclosure-only guidance.
In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software which clarifies and modernizes accounting for costs related to internal-use software to better align with current software development practices, including agile methodologies. The new standard removes all references to software development project stages, clarifies threshold requirements to begin capitalizing costs, and provides guidance on how to evaluate whether the probable-to-complete threshold has been met. Under this new guidance, an entity will be required to capitalize software costs when both:
Management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project, and
It is probable that the project will be completed and the software will be used to perform the function intended.
The requirements are effective for interim and annual periods in fiscal years beginning after December 15, 2027, and can be applied on a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of this guidance.
Investments - The Company classifies its fixed income securities as those it either (1) has the intent and ability to hold until maturity, (2) has available for sale, or (3) has the intention of trading. The Company's fixed income portfolio is classified as available for sale as of September 30, 2026 and December 31, 2025.
Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed income securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. At September 30, 2026, the Company and its subsidiaries do not have significant amounts of non-income producing securities.
Revenue Recognition - Most Specialty Insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related loss and loss adjustment expenses. Auto warranty policy premiums are often earned over several years with earning patterns correlated to anticipated paid claim activity.
Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining Title Insurance premium and fee revenues are produced by independent title agents. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can result in up to a four-month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and loss reserve provisions.
Loss and Loss Adjustment Expense Reserves - The establishment of loss reserves is a reasonably complex and dynamic process influenced by a large variety of factors. The Company's accounting policy regarding the establishment of loss reserve estimates is described in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2025 Annual Report on Form 10-K.
Reinsurance- The cost of reinsurance is recognized over the terms of the reinsurance contracts. Amounts recoverable from reinsurers for loss and loss adjustment expenses are estimated in a manner consistent with the claim liability associated with the reinsured business. The Company evaluates the financial condition of its reinsurers on a regular basis, and allowances are established for estimated credit losses.
Common Share Repurchases - Common shares acquired under share repurchase programs are generally retired, restoring them to authorized, unissued status. Repurchases above par value are first charged to additional paid-in capital, with any excess charged to retained earnings.
Note 2 -Acquisition of ECM Insurance Group
Effective July 1, 2026, Old Republic acquired ECM Insurance Company (formerly Everett Cash Mutual Insurance Co.) and its affiliates (collectively, ECM Insurance Group) through its wholly-owned subsidiary Old Republic Specialty Insurance Group. ECM Insurance Group is a leading insurer of small farmowners and select commercial agricultural operations headquartered in Everett, Pennsylvania. The acquisition was completed following ECM Insurance Company’s conversion to a stock company in a sponsored demutualization transaction, for $14.0 in consideration. The Company acquired 100% of ECM Insurance Group in exchange for granting its members, employees, and non-employee directors the right to purchase common shares of the Company at a discount, resulting in the issuance of 927,418 shares of its common stock with a fair value of $37.9 during the third quarter 2026.
On July 1, 2026, a 25% quota share agreement between Old Republic and ECM Insurance Company that was entered into as of January 1, 2026 was terminated and the resulting balances were commuted.
The acquired business contributed revenues of $55.1 and pretax income of $14.0 to the Company during the three months ended September 30, 2026. The following table presents unaudited pro forma consolidated financial information for the quarter and nine months ended September 30, 2026 and 2025 as if the acquisition had occurred on January 1, 2025. The pro forma amounts were determined using ECM Insurance Group's results adjusted for purchase accounting effects and related tax impacts.
| Quarters Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Revenues | $2,425.5 | $2,470.8 | $7,415.1 | $7,012.8 |
| Net income | 126.7 | 290.4 | 817.0 | 877.2 |
The financial statements reflect management's current best estimate of the purchase price allocation. Final valuation of the assets acquired and liabilities assumed will be completed within a year from the acquisition date. The initial acquisition accounting resulted in a bargain purchase gain of $124.9, which represents the excess of the fair value of net assets acquired over the purchase price. Before recognizing the gain, the Company reassessed the methods used in purchase accounting and verified that all assets acquired and liabilities assumed had been identified. The bargain purchase gain was primarily attributable to ECM Insurance Group's legal structure and the nature of the subscription rights offering.
Acquisition costs of $7.7 incurred in connection with the transaction, of which $4.3 and $5.9 were recognized in the third quarter and first nine months of 2026, respectively, were recorded as Underwriting, acquisition, and other expenses in the consolidated statements of income.
The following table summarizes the estimated fair value of assets acquired and liabilities assumed:
| Assets acquired: | |
|---|---|
| Investments | $233.6 |
| Cash | 19.2 |
| Accrued investment income | 1.5 |
| Accounts and notes receivable | 57.7 |
| Reinsurance recoverable | 19.7 |
| Deferred tax assets | 2.0 |
| Other assets | 4.9 |
| Intangible assets, including value of business acquired | 44.3 |
| Total assets acquired | $383.3 |
| Liabilities assumed: | |
| Loss and loss adjustment expense reserves | $85.8 |
| Unearned premiums | 116.0 |
| Other policyholders' benefits and funds held | 3.6 |
| Commissions, expenses, fees, and taxes | 8.8 |
| Reinsurance balances and funds held | 0.5 |
| Debt | 25.2 |
| Other liabilities | 4.1 |
| Total liabilities assumed | $244.3 |
| Fair value of net assets acquired | $139.0 |
| Bargain purchase gain | $124.9 |
In accordance with GAAP, purchase accounting effects may be adjusted up to one year from the acquisition date upon finalization of the valuation process.
Note 3 -Investments
The amortized cost and fair values by type and contractual maturity of fixed income securities are shown in the following tables. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| AmortizedCost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue | |
|---|---|---|---|---|
| Fixed Income Securities by Type: | ||||
| September 30, 2026: | ||||
| Government & Agency | $1,634.2 | $0.1 | $73.9 | $1,560.5 |
| Municipal | 25.9 | — | 1.3 | 24.6 |
| Corporate | 10,824.7 | 13.2 | 286.8 | 10,551.0 |
| $12,484.9 | $13.3 | $362.0 | $12,136.2 | |
| December 31, 2025: | ||||
| Government & Agency | $1,795.3 | $13.2 | $21.1 | $1,787.4 |
| Corporate | 10,683.5 | 255.8 | 16.9 | 10,922.3 |
| $12,478.8 | $269.1 | $38.1 | $12,709.8 | |
| AmortizedCost | FairValue | |
|---|---|---|
| Fixed Income Securities Stratified by Contractual Maturity at September 30, 2026: | ||
| Due in one year or less | $1,270.4 | $1,267.9 |
| Due after one year through five years | 5,919.1 | 5,805.7 |
| Due after five years through ten years | 5,032.9 | 4,813.6 |
| Due after ten years | 262.2 | 248.8 |
| $12,484.9 | $12,136.2 | |
The following table reflects the Company's gross unrealized losses and fair value of fixed income securities, aggregated by category and length of time that individual securities have been in an unrealized loss position.
| Less than 12 Months | 12 Months or Greater | Total | ||||
|---|---|---|---|---|---|---|
| FairValue | Unrealized Losses | FairValue | Unrealized Losses | FairValue | Unrealized Losses | |
| September 30, 2026: | ||||||
| Fixed Income Securities: | ||||||
| Government & Agency | $1,007.2 | $42.2 | $467.9 | $31.6 | $1,475.2 | $73.9 |
| Municipal | 24.6 | 1.3 | — | — | 24.6 | 1.3 |
| Corporate | 8,504.4 | 274.0 | 380.4 | 12.8 | 8,884.9 | 286.8 |
| $9,536.4 | $317.6 | $848.4 | $44.4 | $10,384.8 | $362.0 | |
| December 31, 2025: | ||||||
| Fixed Income Securities: | ||||||
| Government & Agency | $179.9 | $1.0 | $594.7 | $20.1 | $774.7 | $21.1 |
| Corporate | 895.2 | 4.3 | 767.9 | 12.6 | 1,663.1 | 16.9 |
| $1,075.1 | $5.4 | $1,362.7 | $32.7 | $2,437.8 | $38.1 | |
In the above tables, the unrealized losses on fixed income securities are deemed to primarily reflect changes in the interest rate environment and are not indicative of a significant deterioration in credit quality. As part of its assessment of credit losses, the Company considers whether it intends to sell or is more likely than not required to sell securities, principally in consideration of its asset and liability maturity matching objectives. There were no impairment losses on fixed income securities in the third quarter or first nine months of 2026 or 2025. The Company's allowance for credit losses related to fixed income securities was $1.6 as of both September 30, 2026 and December 31, 2025.
The following table shows cost and fair value information for equity securities:
| Equity Securities | ||||
|---|---|---|---|---|
| Cost | GrossUnrealizedGains | GrossUnrealizedLosses | FairValue | |
| September 30, 2026 | $1,201.6 | $1,083.3 | $32.6 | $2,252.3 |
| December 31, 2025 | $1,377.7 | $1,134.4 | $24.3 | $2,487.7 |
Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources (inputs) used to measure fair value into three broad levels:
Level 1 inputs are based on quoted market prices in active markets;
Level 2 observable inputs are based on corroboration with available market data; and
Level 3 unobservable inputs are based on uncorroborated market data or a reporting entity's own assumptions.
The Company's valuation methodology and classification used for financial instruments measured at fair value is described in Note 3 in the Notes to Consolidated Financial Statements included in Old Republic's 2025 Annual Report on Form 10-K.
The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:
| Fair Value Measurements | ||||
|---|---|---|---|---|
| As of September 30, 2026: | Level 1 | Level 2 | Level 3 | Total |
| Fixed income securities: | ||||
| Government & Agency | $1,394.3 | $166.1 | $— | $1,560.5 |
| Municipal | — | 24.6 | — | 24.6 |
| Corporate | — | 10,541.4 | 9.6 | 10,551.0 |
| Equity securities | 2,250.0 | — | 2.2 | 2,252.3 |
| Short-term investments | $2,258.5 | $— | $— | $2,258.5 |
| As of December 31, 2025: | ||||
| Fixed income securities: | ||||
| Government & Agency | $1,591.8 | $195.6 | $— | $1,787.4 |
| Corporate | — | 10,912.7 | 9.5 | 10,922.3 |
| Equity securities | 2,485.5 | — | 2.2 | 2,487.7 |
| Short-term investments | $1,613.6 | $— | $— | $1,613.6 |
There were no transfers between Levels 1, 2, or 3 during the quarter or nine months ended September 30, 2026.
The following table reflects the composition of net investment income, net realized investment gains and losses, and the net change in unrealized investment gains and losses reflected directly in shareholders' equity for each of the periods shown.
| Quarters Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net investment income: | ||||
| Fixed income securities | $148.5 | $144.1 | $446.9 | $424.0 |
| Equity securities | 18.7 | 20.8 | 56.8 | 62.6 |
| Short-term investments | 21.2 | 13.6 | 44.9 | 37.5 |
| Other investments1 | 3.2 | 9.6 | 13.5 | 17.2 |
| Gross investment income | 191.7 | 188.2 | 562.3 | 541.4 |
| Investment expenses1 | 6.3 | 5.6 | 16.7 | 16.5 |
| Net investment income | $185.4 | $182.6 | $545.5 | $524.9 |
| Net realized investment gains (losses): | ||||
| Realized from sales: | ||||
| Fixed income securities: | ||||
| Gains | $1.2 | $1.3 | $7.2 | $3.5 |
| Losses | (14.9) | (0.8) | (22.7) | (6.6) |
| Net | (13.6) | 0.5 | (15.4) | (3.0) |
| Equity securities: | ||||
| Gains | 245.9 | 0.7 | 384.8 | 52.2 |
| Losses | (2.3) | (1.0) | (2.3) | (13.5) |
| Net | 243.6 | (0.2) | 382.5 | 38.7 |
| Other investments, net | — | (2.5) | 0.3 | (2.8) |
| Total realized from sales | 229.9 | (2.2) | 367.3 | 32.7 |
| Impairments | — | (3.8) | (13.8) | (3.8) |
| Changes in fair value of equity securities | (309.9) | 110.7 | (59.1) | 123.4 |
| Pretax realized investment gains (losses) | (79.9) | 104.7 | 294.3 | 152.4 |
| Current and deferred income taxes (credits) | (16.7) | 21.9 | 61.8 | 31.1 |
| Net realized investment gains (losses) | $(63.2) | $82.7 | $232.5 | $121.3 |
| Changes in unrealized investment gains (losses) | ||||
| reflected directly in shareholders' equity: | ||||
| Fixed income securities | $(393.5) | $80.4 | $(579.3) | $311.0 |
| Less: Deferred income taxes (credits) | (82.4) | 16.9 | (121.4) | 65.5 |
| (311.1) | 63.5 | (457.8) | 245.5 | |
| Other investments | 0.5 | — | — | 1.7 |
| Less: Deferred income taxes | 0.1 | — | — | 0.3 |
| 0.4 | — | — | 1.3 | |
| Net changes in unrealized investment gains (losses), | ||||
| net of tax (credits) | $(310.7) | $63.5 | $(457.9) | $246.9 |
For the quarter, changes in the fair value of equity securities still held at September 30, 2026 and 2025 were $66.4 and $111.2, respectively. For the first nine months, changes in the fair value of equity securities still held at September 30, 2026 and 2025 were $290.7 and $175.8, respectively.
1 Includes interest on funds held.
Note 4 - Loss and Loss Adjustment Expenses
The following table shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:
| Nine Months Ended | ||
|---|---|---|
| September 30, | ||
| 2026 | 2025 | |
| Gross reserves at beginning of period | $14,775.7 | $13,727.7 |
| Less: Reinsurance losses recoverable | 6,399.1 | 5,807.1 |
| Net reserves at beginning of period: | ||
| Specialty Insurance | 7,826.6 | 7,341.5 |
| Title Insurance | 545.7 | 572.7 |
| Other | 4.1 | 6.4 |
| Subtotal | 8,376.5 | 7,920.6 |
| Net reserves assumed in acquisition1 | 85.8 | — |
| Incurred loss and loss adjustment expenses: | ||
| Provisions for insured events of the current year: | ||
| Specialty Insurance | 2,634.4 | 2,515.5 |
| Title Insurance | 84.4 | 72.2 |
| Other | 5.6 | 5.1 |
| Subtotal | 2,724.6 | 2,592.9 |
| Change in provision for insured events of prior years: | ||
| Specialty Insurance | (27.9) | (123.0) |
| Title Insurance | (26.5) | (15.5) |
| Other | (1.0) | (2.5) |
| Subtotal | (55.5) | (141.1) |
| Total incurred loss and loss adjustment expenses | 2,669.0 | 2,451.8 |
| Payments: | ||
| Loss and loss adjustment expenses attributable to | ||
| insured events of the current year: | ||
| Specialty Insurance | 763.2 | 734.6 |
| Title Insurance | 6.6 | 6.2 |
| Other | 2.9 | 2.4 |
| Subtotal | 772.8 | 743.2 |
| Loss and loss adjustment expenses attributable to | ||
| insured events of prior years: | ||
| Specialty Insurance | 1,556.8 | 1,348.0 |
| Title Insurance | 45.2 | 55.6 |
| Other | 1.3 | 2.5 |
| Subtotal | 1,603.4 | 1,406.2 |
| Total payments | 2,376.2 | 2,149.5 |
| Net reserves at end of period: | ||
| Specialty Insurance | 8,199.0 | 7,651.3 |
| Title Insurance | 551.8 | 567.5 |
| Other | 4.4 | 3.9 |
| Subtotal | 8,755.2 | 8,222.9 |
| Reinsurance losses recoverable | 7,065.6 | 6,592.2 |
| Gross reserves at end of period | $15,820.9 | $14,815.2 |
Overall, the 2026 change in provision for insured events of prior years reflects favorable prior year loss reserve development for the first nine months of 2026 for all groups shown, although at a significantly lower level on a consolidated basis compared to last year.
During the first nine months of 2026, Specialty Insurance experienced significant favorable development from accident years 2015 through 2020. Net favorable development was predominantly from property and commercial
1 Represents ECM Insurance Group reserves at July 1, 2026, net of reinsurance losses recoverable of $35.1.
auto, and workers' compensation. This was partially offset by unfavorable development in financial indemnity, largely attributable to run-off transactional risk business, and to a lesser extent, general liability.
For Title Insurance, favorable development experienced during the first nine months of 2026 occurred largely from 2019, 2021, and 2022, partially offset by unfavorable development from 2024.
Note 5 -Income Taxes
Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve-month period. The Company views its income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain, but the timing of its deductibility is uncertain. The Company classifies interest and penalties as income tax expense in the consolidated statements of income. The Company is not currently under audit by the Internal Revenue Service (IRS), and the Company's consolidated federal tax return for the years ended December 31, 2018 through 2025 remain open for examination by the IRS.
Note 6 -Net Income Per Share
Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing net income available to common stockholders by the weighted-average number of common shares actually outstanding for the periods presented. Diluted earnings per share is similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income and the number of shares used in basic and diluted earnings per share calculations.
| Quarters Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Numerator: | ||||
| Net income to shareholders | $243.2 | $279.5 | $895.6 | $729.0 |
| Denominator: | ||||
| Basic weighted-average shares1 | 239,982,900 | 245,291,737 | 241,164,043 | 244,875,480 |
| Effect of dilutive securities – stock-based | ||||
| compensation awards | 6,714,459 | 6,028,031 | 6,534,551 | 6,086,512 |
| Diluted adjusted weighted-average shares1 | 246,697,359 | 251,319,768 | 247,698,594 | 250,961,992 |
| Earnings per share: Basic | $1.01 | $1.14 | $3.71 | $2.98 |
| Diluted | $0.99 | $1.11 | $3.62 | $2.91 |
| Anti-dilutive common stock equivalents | ||||
| excluded from earnings per share computations: | ||||
| Stock-based compensation awards | 1,096,255 | 1,010,039 | 1,096,255 | 1,010,039 |
Note 7 -Credit Losses
Credit losses on financial assets measured at amortized cost, primarily the Company's reinsurance recoverables and accounts and notes receivable, are recognized based on estimated losses expected to occur over the life of the asset. The expected credit losses, and subsequent adjustment to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the asset presented in the consolidated balance sheets.
The Company's credit allowance was comprised of $59.5 and $23.0 related to reinsurance recoverables as of September 30, 2026 and December 31, 2025, respectively, and $31.1 and $31.7 related to accounts and notes receivable as of September 30, 2026 and December 31, 2025, respectively. The increase related to reinsurance recoverables resulted primarily from a $33.5 credit loss recorded related to a guaranteed asset protection account. This account was fully reinsured, however the loss experience of the underlying business resulted in a collateral deficiency, and the reinsurer has recently experienced financial difficulties, creating uncertainty in the collection of the reinsurance recoverables. Changes in this allowance are recorded through underwriting, acquisition, and other expenses.
1 In calculating earnings per share, accounting standards require that common shares owned by the ORI 401(k) Savings and Profit Sharing Plan that are unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all other common shares.
The Company's evaluation of credit losses on available for sale fixed income securities is discussed further in Note 3. The Company is not exposed to material concentrations of credit risks as to any one issuer of fixed income securities. Refer to additional discussion of credit risk in the Company's 2025 Annual Report on Form 10-K under Item 1A - Risk Factors.
Note 8 -Debt
Consolidated debt of Old Republic and its subsidiaries is summarized below:
| September 30, 2026 | December 31, 2025 | |||
|---|---|---|---|---|
| CarryingAmount | FairValue | CarryingAmount | FairValue | |
| Senior Notes: | ||||
| 3.875% issued in 2016 and due 2026 | $— | $— | $549.6 | $549.7 |
| 5.750% issued in 2024 and due 2034 | 396.9 | 386.0 | 396.6 | 416.4 |
| 5.700% issued in 2026 and due 2036 | 693.7 | 656.7 | — | — |
| 3.850% issued in 2021 and due 2051 | 643.8 | 424.5 | 643.6 | 471.9 |
| Other miscellaneous debt | 15.1 | 15.1 | — | — |
| Total debt | $1,749.7 | $1,482.4 | $1,589.9 | $1,438.2 |
On May 18, 2026, the Company completed a public offering of $700.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 5.700% per year and mature on June 1, 2036. The issuance was completed in anticipation of the $550.0 of 3.875% Senior Notes maturing in August 2026, which were subsequently redeemed in cash on August 26, 2026.
Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt, all of which is classified within Level 2 of the fair value hierarchy described in Note 3.
Note 9 -Common Stock Repurchases
On March 1, 2024, the Company announced that the Board of Directors authorized a $1.1 billion share repurchase program (the 2024 authorization). This authorization was completed during the first quarter 2026. On August 19, 2025, the Company announced a share repurchase program authorizing the repurchase of up to an additional $750.0 million in shares of the Company's common stock (the 2025 authorization), which commenced immediately following the completion of the 2024 authorization. Total share repurchases under these programs for the third quarter and first nine months of 2026 were 2.7 million shares for $113.8 (average price of $41.54) and 8.1 million shares for $335.4 (average price of $41.08), respectively, leaving $521.2 remaining under the 2025 authorization. Following the close of the quarter and through October 28, 2026, the Company repurchased 1.7 million additional shares for $66.7 (average price of $38.93), leaving $454.5 remaining under the current authorization.
Note 10 -Commitments and Contingent Liabilities
Legal Proceedings - Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim and related service matters associated with insurance policies and contracts issued by its operating companies. At September 30, 2026, the Company had no material non-claim and related service litigation exposures in its consolidated business.
Note 11 -Segment Information
The Company is engaged in the business of insurance underwriting and related services. It conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized intotwo segments: Specialty Insurance and Title Insurance. The Company's reportable segments are strategic business units that offer different types of insurance that are managed separately because the nature of each varies from a customer, distribution, and economic perspective. The results of a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries are included within Corporate & Other.
The Company does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals.
Specialty Insurance provides property and liability insurance primarily to commercial clients. Commercial auto is the largest type of coverage underwritten by Specialty Insurance, accounting for 40.8% and 41.9% of the segment's net premiums earned in the third quarter and first nine months of 2026, respectively. The remaining premiums written by Specialty Insurance are derived largely from a wide variety of coverages, including workers' compensation, property, general liability, general aviation, directors' and officers' indemnity, fidelity and surety indemnities, home and auto warranties, and accident & health. On July 1, 2026, Old Republic closed on its acquisition of ECM Insurance Group following conversion to a stock company in a sponsored demutualization transaction, and its results are included in the Specialty Insurance segment beginning with the third quarter 2026 (see Note 2).
Title Insurance consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of public records which contain information concerning interests in real property. The policies insure against losses arising out of defects, liens, and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy.
The accounting policies of the Specialty Insurance and Title Insurance segments are the same as those described in the summary of significant accounting policies in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2025 Annual Report on Form 10-K. Income taxes are calculated on the basis of the taxable income of the individual entities within each segment.
Although GAAP uses net income as the measure of total profitability, management uses net operating income, a non-GAAP financial measure defined as net income excluding net investment gains (losses) and bargain purchase gain, in its evaluation of periodic and long-term results. In management's opinion, excluding these gains and losses from income provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such sales are often highly discretionary and changes in the value of equity securities can cause significant period-to-period fluctuations that are unrelated to the insurance operations. Net operating income, however, does not replace GAAP net income as a measure of total profitability. Furthermore, as described in more detail below, management considers the underwriting income component of segment operating income (alternatively measured via combined ratio results) to be the primary performance measure of the insurance operations within each segment.
The Company's chief operating decision maker (CODM) is its Chief Executive Officer. The CODM assesses performance for the Specialty Insurance and Title Insurance segments based primarily on underwriting results, as measured by each segment's combined ratio. The combined ratio measures the Company's overall profitability from its underwriting activities and is derived by dividing loss and loss adjustment expenses, dividends to policyholders, and underwriting, acquisition, and other expenses by total premiums and fees earned in the tables that follow.
The combined ratio is utilized to perform benchmarking analysis with respect to the Company’s internally set objectives as well as its peer group and competitors. The CODM considers these analyses to determine whether to deploy more capital to fund growth within the segments, or conversely, deploy less capital to focus on underwriting profitability improvements. Furthermore, the combined ratio is a significant component in the establishment of management’s incentive compensation.
The contributions of Old Republic's reportable segments to consolidated totals are shown in the following tables.
| Quarter Ended September 30, 2026: · Specialty Insurance · Title Insurance · Corporate & Other · Consolidation Elimination Adjustments1 · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues: | |||||||
| Net premiums written | $1,636.3 | $756.0 | $0.9 | $— | $2,393.3 | ||
| Net premiums earned | 1,444.6 | 756.0 | 1.4 | — | 2,202.1 | ||
| Title, escrow, and other fees | — | 67.2 | — | — | 67.2 | ||
| Total premiums and fees | 1,444.6 | 823.3 | 1.4 | — | 2,269.3 | ||
| Other income | 50.4 | 0.2 | — | — | 50.6 | ||
| Loss and loss adjustment expenses | 924.1 | 17.0 | 2.7 | — | 943.9 | ||
| Underwriting, acquisition, and other expenses: | |||||||
| Commissions | 180.7 | 539.5 | — | — | 720.3 | ||
| Insurance taxes, licenses, and fees | 63.4 | 12.9 | 0.1 | — | 76.4 | ||
| Subtotal | 244.1 | 552.4 | 0.2 | — | 796.8 | ||
| General expenses | 268.1 | 221.7 | 21.9 | — | 511.8 | ||
| Total underwriting, acquisition, and | |||||||
| other expenses | 512.3 | 774.2 | 22.1 | — | 1,308.6 | ||
| Segment underwriting income (loss) | 58.5 | 32.3 | (23.4) | — | 67.4 | ||
| Add: Net investment income | 162.3 | 17.9 | 22.0 | (16.8) | 185.4 | ||
| Less: Interest and other charges | 17.0 | (0.1) | 25.6 | (16.8) | 25.5 | ||
| Segment pretax operating income (loss) | 203.9 | 50.4 | (27.0) | — | 227.2 | ||
| Income taxes (credits) on above | 39.0 | 11.0 | (5.4) | — | 44.5 | ||
| Net operating income (loss) | $164.8 | $39.3 | $(21.5) | $— | 182.6 | ||
| Consolidated pretax realized investment | |||||||
| losses | (79.9) | ||||||
| Income tax credits | (16.7) | ||||||
| Net realized investment losses | (63.2) | ||||||
| Bargain purchase gain3 | 124.9 | ||||||
| Total net income | 244.4 | ||||||
| Net income attributable to | |||||||
| noncontrolling interests | 1.2 | ||||||
| Net income to shareholders | $243.2 | ||||||
| Segment and consolidated combined ratio | 96.0% | 96.1% | 96.1% | ||||
1 Includes intercompany financing arrangements between Old Republic's parent holding company and the Specialty Insurance group for which interest charges were $16.8 for the quarter ended September 30, 2026.
2 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
3 Entire amount attributable to Specialty Insurance segment (see Note 2).
| Quarter Ended September 30, 2025: · Specialty Insurance · Title Insurance · Corporate & Other · Consolidation Elimination Adjustments1 · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues: | |||||||
| Net premiums written | $1,481.1 | $699.5 | $2.2 | $— | $2,182.9 | ||
| Net premiums earned | 1,316.8 | 699.5 | 2.3 | — | 2,018.6 | ||
| Title, escrow, and other fees | — | 67.5 | — | — | 67.5 | ||
| Total premiums and fees | 1,316.8 | 767.0 | 2.3 | — | 2,086.2 | ||
| Other income | 50.6 | 0.1 | — | — | 50.7 | ||
| Loss and loss adjustment expenses | 835.9 | 20.3 | 0.5 | — | 856.9 | ||
| Underwriting, acquisition, and other expenses: | |||||||
| Commissions | 180.9 | 489.6 | 0.3 | — | 670.9 | ||
| Insurance taxes, licenses, and fees | 56.1 | 11.6 | 0.2 | — | 68.0 | ||
| Subtotal | 237.1 | 501.3 | 0.6 | — | 739.0 | ||
| General expenses | 225.1 | 217.6 | 15.1 | — | 457.9 | ||
| Total underwriting, acquisition, and | |||||||
| other expenses | 462.2 | 719.0 | 15.7 | — | 1,197.0 | ||
| Segment underwriting income (loss) | 69.2 | 27.8 | (14.0) | — | 83.0 | ||
| Add: Net investment income | 154.6 | 17.6 | 26.4 | (16.1) | 182.6 | ||
| Less: Interest and other charges | 16.1 | (0.2) | 17.6 | (16.1) | 17.3 | ||
| Segment pretax operating income (loss) | 207.7 | 45.7 | (5.2) | — | 248.2 | ||
| Income taxes (credits) on above | 42.4 | 9.5 | (1.1) | — | 50.8 | ||
| Net operating income (loss) | $165.2 | $36.1 | $(4.1) | $— | 197.3 | ||
| Consolidated pretax realized investment | |||||||
| gains | 104.7 | ||||||
| Income taxes | 21.9 | ||||||
| Net realized investment gains | 82.7 | ||||||
| Total net income | 280.1 | ||||||
| Net income attributable to | |||||||
| noncontrolling interests | 0.5 | ||||||
| Net income to shareholders | $279.5 | ||||||
| Segment and consolidated combined ratio | 94.8% | 96.4% | 95.3% | ||||
1 Includes intercompany financing arrangements between Old Republic's parent holding company and the Specialty Insurance group for which interest charges were $16.1 for the quarter ended September 30, 2025.
2 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
| Nine Months Ended September 30, 2026: · Specialty Insurance · Title Insurance · Corporate & Other · Consolidation Elimination Adjustments1 · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues: | |||||||
| Net premiums written | $4,458.9 | $2,074.3 | $2.6 | $— | $6,535.9 | ||
| Net premiums earned | 4,060.3 | 2,074.3 | 5.1 | — | 6,139.9 | ||
| Title, escrow, and other fees | — | 199.5 | — | — | 199.5 | ||
| Total premiums and fees | 4,060.3 | 2,273.9 | 5.1 | — | 6,339.4 | ||
| Other income | 148.9 | 0.5 | — | — | 149.4 | ||
| Loss and loss adjustment expenses | 2,618.9 | 57.9 | 4.1 | — | 2,681.0 | ||
| Underwriting, acquisition, and other expenses: | |||||||
| Commissions | 471.3 | 1,459.6 | — | — | 1,931.0 | ||
| Insurance taxes, licenses, and fees | 170.3 | 34.9 | 1.4 | — | 206.7 | ||
| Subtotal | 641.6 | 1,494.6 | 1.4 | — | 2,137.7 | ||
| General expenses | 763.5 | 652.5 | 53.0 | — | 1,469.1 | ||
| Total underwriting, acquisition, and | |||||||
| other expenses | 1,405.2 | 2,147.1 | 54.5 | — | 3,606.9 | ||
| Segment underwriting income (loss) | 185.1 | 69.3 | (53.6) | — | 200.9 | ||
| Add: Net investment income | 479.9 | 53.7 | 61.1 | (49.2) | 545.5 | ||
| Less: Interest and other charges | 53.5 | — | 65.7 | (49.2) | 69.9 | ||
| Segment pretax operating income (loss) | 611.6 | 123.1 | (58.2) | — | 676.5 | ||
| Income taxes (credits) on above | 122.6 | 26.5 | (13.5) | — | 135.6 | ||
| Net operating income (loss) | $488.9 | $96.6 | $(44.6) | $— | 540.9 | ||
| Consolidated pretax realized investment | |||||||
| gains | 294.3 | ||||||
| Income taxes | 61.8 | ||||||
| Net realized investment gains | 232.5 | ||||||
| Bargain purchase gain3 | 124.9 | ||||||
| Total net income | 898.4 | ||||||
| Net income attributable to | |||||||
| noncontrolling interests | 2.7 | ||||||
| Net income to shareholders | $895.6 | ||||||
| Segment and consolidated combined ratio | 95.4% | 96.9% | 96.0% | ||||
1 Includes intercompany financing arrangements between Old Republic's parent holding company and the Specialty Insurance group for which interest charges were $49.2 for the nine months ended September 30, 2026.
2 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
3 Entire amount attributable to Specialty Insurance segment (see Note 2).
| Nine Months Ended September 30, 2025: · Specialty Insurance · Title Insurance · Corporate & Other · Consolidation Elimination Adjustments1 · Total | |||||||
|---|---|---|---|---|---|---|---|
| Revenues: | |||||||
| Net premiums written | $4,114.3 | $1,876.3 | $8.4 | $— | $5,999.1 | ||
| Net premiums earned | 3,845.0 | 1,876.3 | 6.9 | — | 5,728.3 | ||
| Title, escrow, and other fees | — | 193.6 | — | — | 193.6 | ||
| Total premiums and fees | 3,845.0 | 2,070.0 | 6.9 | — | 5,922.0 | ||
| Other income | 147.1 | 0.4 | — | — | 147.5 | ||
| Loss and loss adjustment expenses | 2,406.7 | 56.7 | 1.8 | — | 2,465.3 | ||
| Underwriting, acquisition, and other expenses: | |||||||
| Commissions | 468.9 | 1,295.1 | 0.6 | — | 1,764.8 | ||
| Insurance taxes, licenses, and fees | 149.0 | 30.2 | 1.8 | — | 181.1 | ||
| Subtotal | 618.0 | 1,325.4 | 2.4 | — | 1,945.9 | ||
| General expenses | 652.0 | 665.7 | 44.0 | — | 1,361.8 | ||
| Total underwriting, acquisition, and | |||||||
| other expenses | 1,270.0 | 1,991.1 | 46.5 | — | 3,307.8 | ||
| Segment underwriting income (loss) | 315.3 | 22.5 | (41.4) | — | 296.4 | ||
| Add: Net investment income | 454.6 | 51.7 | 66.7 | (48.2) | 524.9 | ||
| Less: Interest and other charges | 48.3 | (0.1) | 52.9 | (48.2) | 52.9 | ||
| Segment pretax operating income (loss) | 721.7 | 74.4 | (27.6) | — | 768.4 | ||
| Income taxes (credits) on above | 147.2 | 15.5 | (7.7) | — | 155.0 | ||
| Net operating income (loss) | $574.5 | $58.8 | $(19.9) | $— | 613.4 | ||
| Consolidated pretax realized investment | |||||||
| gains | 152.4 | ||||||
| Income taxes | 31.1 | ||||||
| Net realized investment gains | 121.3 | ||||||
| Total net income | 734.7 | ||||||
| Net income attributable to | |||||||
| noncontrolling interests | 5.6 | ||||||
| Net income to shareholders | $729.0 | ||||||
| Segment and consolidated combined ratio | 91.8% | 98.9% | 94.2% | ||||
1 Includes intercompany financing arrangements between Old Republic's parent holding company and the Specialty Insurance group for which interest charges were $48.2 for the nine months ended September 30, 2025.
2 The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Consolidated Assets: | ||
| Specialty Insurance | $28,873.0 | $26,750.6 |
| Title Insurance | 1,930.1 | 1,937.7 |
| Total assets of Company segments | 30,803.2 | 28,688.4 |
| Corporate & Other | 853.6 | 1,334.8 |
| Consolidation elimination adjustments1 | (185.1) | (160.5) |
| Consolidated assets | $31,471.7 | $29,862.7 |
Note 12 -Subsequent Events
The Company evaluated subsequent events through the date the consolidated financial statements were issued. No subsequent events were identified that require adjustment or disclosure to the consolidated financial statements.
1 Includes predominantly intercompany debt and various reclassifications.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.