{"url_path":"/sec/ori/8-k/2026-05-18/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/74260/0001213900-26-058446-index.html","accession_number":"0001213900-26-058446","cik":"0000074260","ticker":"ORI","issuer_name":"OLD REPUBLIC INTERNATIONAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/74260/0001213900-26-058446-index.html","primary_entity_key":"0000074260","primary_entity_name":"OLD REPUBLIC INTERNATIONAL CORP"},"word_count":714,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn May 13, 2026 Old Republic International Corporation\n(the “Company”) priced a registered underwritten public offering of 5.700% Senior Notes due 2036 in the aggregate principal\namount of $700,000,000 (the “Notes”) to be sold pursuant to an underwriting agreement that was entered into among the Company,\nand Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein, dated May\n13, 2026 (the “Underwriting Agreement”).\n\n \n\nThe Notes were registered pursuant to a registration\nstatement on Form S-3 (No. 333-277713) filed on March 6, 2024 (the “Registration Statement”), a preliminary prospectus supplement\ndated May 13, 2026 (the “Preliminary Prospectus”), and a final prospectus supplement dated May 13, 2026 (the “Final\nProspectus”), each filed with the Securities and Exchange Commission (“SEC”) by the Company under the Securities Act\nof 1933, as amended (the “Securities Act”).\n\n \n\nThe Company issued the Notes under an indenture\ndated as of August 15, 1992 (the “Base Indenture”), as supplemented by a ninth supplemental indenture dated as of May 18,\n2026 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between\nthe Company and Wilmington Trust Company, as trustee (the “Trustee”). The Base Indenture was filed as Exhibit 4.1 to the Company’s\nCurrent Report on Form 8-K filed with the SEC on April 22, 2009. The Ninth Supplemental Indenture (including the form of Notes) is filed\nas Exhibit 4.1 hereto. The terms of the Indenture and the Notes issued pursuant to the Indenture are described in the sections of the\nPreliminary Prospectus and Final Prospectus relating to the Notes entitled “Description of Notes,” which is incorporated herein\nby reference. The following description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety\nby reference to the detailed provisions of the Base Indenture and the Ninth Supplemental Indenture.\n\n \n\nThe Notes bear interest at a rate of 5.700% per\nannum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on\nJune 1, 2036, unless earlier repurchased by the Company.\n\n \n\nThe Indenture contains customary terms and covenants,\nincluding that upon certain events of ‎default occurring and continuing, either the Trustee or the holders of not less than 25% in\n‎aggregate principal amount of the Notes then outstanding may declare the entire principal ‎amount of all the Notes, and the interest\naccrued on such Notes, if any, to be immediately due ‎and payable. In the case of certain events of bankruptcy, insolvency or reorganization\nrelating ‎to the Company, the principal amount of the Notes together with any accrued and unpaid ‎interest thereon will automatically\nbe and become immediately due and payable.‎\n\n \n\nPrior to March 1, 2036 (the date that is three\nmonths prior to the maturity date of the Notes) (the “Par Call Date”), the Notes will be redeemable at a redemption price\nequal to the greater of (i) ‎‎100% of the principal amount of the Notes to be redeemed, or (ii) (a) ‎the sum of the present\nvalues of the remaining scheduled payments of principal and interest thereon ‎discounted to the redemption date (assuming the Notes\nmatured on the Par Call Date) on a semi-‎annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury\nRate (as defined in the Final Prospectus) plus ‎‎20 basis points, less (b) interest accrued to the date of redemption, plus, in\neither case, accrued and unpaid interest thereon to but excluding the redemption date.‎ On and after the Par Call Date, the Notes\nwill be redeemable at a redemption price equal to 100% of the ‎principal amount of the Notes to be redeemed plus accrued and unpaid\ninterest up to but excluding the redemption date.‎\n\n  \n\n 1 \n\n \n\n  \n\nIn connection with the issuance and sale by the\nCompany of the Notes as described above, the following exhibits are filed herewith and are incorporated by reference into the Registration\nStatement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Ninth Supplemental Indenture and form of Notes\n(Exhibit 4.1 to this Current Report), and (iii) the legal opinion and consent of Troutman Pepper Locke LLP related to the Notes (Exhibits\n5.1 and 23.1 to this Current Report)."}