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ORINYSE
OLD REPUBLIC INTERNATIONAL CORP
Surety Insurance · DE · CIK 74260
Old Republic International Corp underwrites insurance and provides related services through operating companies
$9.39B
Market cap
$41.49
Last close
+0.6%
1D
+6.2%
5D
1.1M
Volume
Price · last 39 sessions+7.8%
May 4L $36.66 · H $41.49Jun 29
327
Total filings
May 27, 2026
Last filing
12/31
Fiscal year end
424B5PROSPECTUS SUPPLEMENTMay 14, 2026424B5PROSPECTUS SUPPLEMENTMay 13, 2026424B5424B5Mar 26, 2024424B5424B5Mar 25, 2024424B5424B5Jun 9, 2021424B5424B5Jun 8, 2021424B5424B5Aug 24, 2016424B5424B5Aug 23, 2016424B5424B5Sep 23, 2014424B5424B5Sep 22, 2014424B5424B5Mar 3, 2011424B5424B5Mar 2, 2011424B5424B5Mar 2, 2011
Insider Activity
In the 90 days to Mar 2, 2026: 1 insider bought $49K · 1 sold $217K.
| Date | Insider | Action | Shares | Price | Value |
|---|---|---|---|---|---|
| Mar 2, 2026 | Smith John EricDirector | Buy | 663 | $43.09 | $29K |
| Mar 2, 2026 | Smith John EricDirector | Buy | 472 | $43.11 | $20K |
| Feb 2, 2026 | Monroe CarolynSVP - Title Insurance | Sell | 3,926 | $39.28 | $154K |
| Feb 2, 2026 | Monroe CarolynSVP - Title Insurance | Sell | 1,600 | $39.29 | $63K |
| Nov 14, 2025 | Monroe CarolynSVP - Title Insurance | Sell | 6,680 | $44.54 | $298K |
| Nov 3, 2025 | Risch TheraceDirector | Buy | 523 | $39.36 | $21K |
| Nov 3, 2025 | Risch TheraceDirector | Buy | 477 | $38.89 | $19K |
Open-market buys & sells (Form 4, transaction codes P/S). Source: SEC structured insider data.
What Changed
Risk factors · Feb 27, 2025 → Feb 26, 202690 added · 94 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.
Newly disclosed
- Underwriting Acquisition and Other Expenses Expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows: Years Ended December 31: 2025 2024 2023 Specialty Insurance 29.3 % 28.1 % 28.2 % Title Insurance 95.4 95.2 95.2 Consolidated 52.8 % 52.2 % 53.9 % 32 Changes to the consolidated expense ratios tend to be driven by mix changes between Specialty Insurance (with expense ratios in 30% range) and Title Insurance (with expense ratios in low- to mid-90% range).
- The composition of net investment gains or losses was as follows: Years Ended December 31: 2025 2024 2023 Realized investment gains (losses) from actual transactions: Fixed income $ (3.9) $ (112.1) $ (180.7) Equity securities and other 209.7 206.5 165.5 Total 205.8 94.3 (15.2) Impairment losses (3.8) (5.4) (51.8) Unrealized gains (losses) from changes in fair value of equity securities (22.3) (18.9) (123.9) Total investment gains (losses) $ 179.7 $ 69.9 $ (190.9) The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated credit losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
- Changes in the effective tax rates reflect primarily the varying proportions of pretax operating income derived from partially tax-preferred investment income (principally tax-exempt interest and dividend income). 33 Segment Underwriting Overview Specialty Insurance Summary Underwriting Results % Change 2025 2024 Years Ended December 31: 2025 2024 2023 vs. 2024 vs. 2023 Revenues: Net premiums written $ 5,430.1 $ 5,030.5 $ 4,356.3 7.9 % 15.5 % Net premiums earned 5,184.8 4,677.0 4,119.2 10.9 13.5 Other income 194.4 177.0 162.2 9.8 9.1 Expenses: Loss and loss adjustment expenses 3,295.6 2,975.6 2,536.7 10.8 17.3 Dividends to policyholders 16.2 23.5 16.5 (31.1) 42.0 Underwriting, acquisition, and other expenses: Commissions 622.2 546.8 465.3 13.8 17.5 Insurance taxes, licenses, and fees 203.0 172.7 159.8 17.5 8.1 Subtotal 825.2 719.6 625.2 14.7 15.1 General expenses 889.4 771.1 697.0 15.3 10.6 Total underwriting, acquisition, and other expenses 1,714.7 1,490.8 1,322.2 15.0 12.7 Segment underwriting income $ 352.6 $ 364.0 $ 406.0 (3.2) % (10.3) % Loss ratio: Current year 66.8 % 66.4 % 67.7 % Prior years (2.9) (2.3) (5.7) Total 63.9 64.1 62.0 Expense ratio 29.3 28.1 28.2 Combined ratio 93.2 % 92.2 % 90.2 % Specialty Insurance continued to produce growth and profitability, reflecting the success of the Company's specialty strategy and operational excellence initiatives.
- The following table reflects a summary of all such adjustments: 56 Total Shareholders' Equity Total Net Income December 31, Years Ended December 31, 2025 2024 2025 2024 2023 Statutory totals of insurance company subsidiaries: Specialty Insurance $ 4,910.1 $ 4,742.8 $ 844.7 $ 700.4 $ 594.3 Title Insurance 632.1 635.6 129.3 140.1 152.3 RFIG Run-off — — — 4.1 9.8 Life and Accident 48.3 54.5 4.2 5.7 5.2 Subtotal 5,590.5 5,432.9 978.2 850.3 761.6 GAAP totals of non-insurance company subsidiaries and consolidation adjustments 34.3 242.2 ( 101.0 ) ( 25.3 ) ( 77.2 ) Unadjusted totals 5,624.7 5,675.0 877.1 824.9 684.3 Adjustments to conform to GAAP statements: Deferred policy acquisition costs 344.9 338.2 8.0 50.5 34.9 Investment adjustments 226.0 ( 79.1 ) 27.5 ( 13.9 ) ( 109.1 ) Nonadmitted assets 381.3 283.8 — — — Deferred income taxes ( 222.7 ) ( 136.2 ) ( 8.2 ) ( 6.4 ) 26.2 Title insurance premium reserves 711.8 710.8 1.0 ( 22.8 ) ( 43.7 ) Loss and loss adjustment expenses ( 486.7 ) ( 507.4 ) 23.5 26.7 17.1 Surplus notes ( 731.0 ) ( 719.5 ) — — — Other adjustments 79.7 53.1 12.9 ( 6.4 ) ( 11.2 ) Total adjustments 303.5 ( 56.3 ) 64.6 27.6 ( 85.7 ) Consolidated GAAP totals $ 5,928.4 $ 5,618.9 $ 941.9 $ 852.7 $ 598.6 The insurance laws of the respective states in which the Company’s insurance subsidiaries are incorporated prescribe minimum capital and surplus requirements for the lines of business they are licensed to write.
- Title Insurance experienced premium growth compared to last year, however, an elevated combined ratio reflects difficult market conditions, lower favorable reserve development, a litigation settlement expense, and the cyclical nature of this business.
- 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 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.
- In addition, the expense ratio for 2025 includes approximately $15 (0.5 points) in litigation settlement expenses.
- Following the Company’s strategy to add operating companies, narrow and deep in their specialty niche, on October 23, 2025, the Company announced it entered into a definitive agreement to acquire Everett Cash Mutual Insurance Co. and affiliated companies (ECM) following its conversion to a stock company in a sponsored demutualization transaction.
- These products will be distributed through a carefully curated network of wholesale and retail brokers, to help ensure that clients receive specific coverage options and the benefit of expert consultation. 34 Premiums & Fees The percentage of net earned premiums for major insurance coverages in the Specialty Insurance segment was as follows: Specialty Insurance Net Earned Premiums by Type of Coverage Years Ended December 31: 2025 2024 2023 Commercial auto 42.1 % 41.9 % 41.0 % Workers' compensation 17.0 17.9 19.5 Property 13.4 12.8 11.5 General liability 8.4 7.8 6.1 Financial indemnity 6.9 6.9 8.4 Home and auto warranty 6.5 6.7 7.6 Other coverages 5.7 % 6.0 % 5.9 % Specialty Insurance net premiums earned increased 10.9% for 2025, driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including an increasing contribution from new operating companies.
- When comparing the loss ratios by line of coverage, the 2025 current year ratios were fairly consistent with 2024, however, there were some notable variations of prior year development. • Workers’ compensation had strong favorable development that was considerably less than the level experienced in 2024.
- Recent elevated claim activity experienced by this program resulted in a collateral deficiency; • General liability had minimal unfavorable development in 2025 compared to an elevated level in 2024; and • Financial indemnity had favorable development in 2025 compared to unfavorable development in 2024 that was due to reserve strengthening of transactional risk reserves.
No longer disclosed
- . 31 Underwriting Acquisition and Other Expenses The following table sets forth the expense ratios registered by each reportable segment and in consolidation for the periods shown: Years Ended December 31: 2024 2023 2022 Specialty Insurance 28.1 % 28.2 % 27.4 % Title Insurance 95.2 95.2 90.9 Consolidated 52.2 % 53.9 % 59.2 % Variations in the Company's consolidated expense ratios reflect a continually changing mix of coverages sold and costs of producing business.
- Years Ended December 31: 2024 2023 2022 Realized investment gains (losses) from actual transactions: Fixed income $ (112.1) $ (180.7) $ (187.6) Equity securities and other 206.5 165.5 373.3 Total 94.3 (15.2) 185.7 Impairment losses (5.4) (51.8) (123.5) Unrealized gains (losses) from changes in fair value of equity securities (18.9) (123.9) (263.4) Total investment gains (losses) $ 69.9 $ (190.9) $ (201.1) Dispositions of fixed income securities from scheduled maturities and early calls were 39.9%, 48.3%, and 49.1% of total fixed income dispositions occurring in 2024, 2023, and 2022, respectively.
- The 2023 full year impairment charge primarily reflects an estimated loss on the then pending sale of the RFIG Run-off mortgage insurance business, and to a lesser extent, impairment losses recorded on fixed income securities that the Company intended to and subsequently disposed of to facilitate certain structural changes to a deferred compensation plan, as well as a small credit loss.
- Additionally, 2022 includes investment impairment charges of $123.5 on fixed income securities, which management intended to and subsequently disposed of during the year, driven primarily by tax planning considerations. 32 The realization of investment gains or losses can be highly discretionary and can be affected by such factors as the timing of individual securities sales, the recording of estimated losses from write-downs of impaired securities, tax-planning and tax-rate change considerations, and modifications of investment management judgments regarding the direction of securities markets or the future prospects of individual investees or industry sectors.
- Segment Overview Specialty Insurance Summary Operating Results % Change 2024 2023 Years Ended December 31: 2024 2023 2022 vs. 2023 vs. 2022 Revenues: Net premiums written $ 5,030.5 $ 4,356.3 $ 3,978.2 15.5 % 9.5 % Net premiums earned 4,677.0 4,119.2 3,808.6 13.5 8.2 Other income 177.0 162.2 148.9 9.1 8.9 Expenses: Loss and loss adjustment expenses 2,975.6 2,536.7 2,352.0 17.3 7.9 Dividends to policyholders 23.5 16.5 12.5 42.0 32.1 Underwriting, acquisition, and other expenses: Commissions 546.8 465.3 435.1 17.5 6.9 Insurance taxes, licenses, and fees 172.7 159.8 161.1 8.1 (0.8) Subtotal 719.6 625.2 596.2 15.1 4.9 General expenses 771.1 697.0 595.7 10.6 17.0 Total underwriting, acquisition, and other expenses 1,490.8 1,322.2 1,192.0 12.7 10.9 Segment underwriting income $ 364.0 $ 406.0 $ 400.9 (10.3) % 1.3 % Loss ratio: Current year 66.4 % 67.7 % 67.2 % Prior years (2.3) (5.7) (5.1) Total 64.1 62.0 62.1 Expense ratio 28.1 28.2 27.4 Combined ratio 92.2 % 90.2 % 89.5 % Specialty Insurance continued to produce a highly profitable combined ratio and strong segment underwriting income in 2024, with lower levels of favorable prior year loss reserve development compared to 2023 and 2022.
- The following table reflects a summary of all such adjustments: 53 Shareholders' Equity Net Income December 31, Years Ended December 31, 2024 2023 2024 2023 2022 Statutory totals of insurance company subsidiaries: Specialty Insurance $ 4,742.8 $ 4,607.8 $ 700.4 $ 594.3 $ 549.2 Title Insurance 635.6 673.9 140.1 152.3 224.9 RFIG Run-off (a) — 131.1 4.1 9.8 70.5 Life and Accident 54.5 56.6 5.7 5.2 5.0 Subtotal 5,432.9 5,469.4 850.3 761.6 849.6 GAAP totals of non-insurance company subsidiaries and consolidation adjustments 242.2 1,058.6 ( 25.3 ) ( 77.2 ) 11.3 Unadjusted totals 5,675.0 6,527.9 824.9 684.3 860.8 Adjustments to conform to GAAP statements: Deferred policy acquisition costs 338.2 286.7 50.5 34.9 26.3 Investment adjustments ( 79.1 ) ( 102.6 ) ( 13.9 ) ( 109.1 ) ( 252.4 ) Nonadmitted assets 283.8 207.3 — — — Deferred income taxes ( 136.2 ) ( 95.1 ) ( 6.4 ) 26.2 35.4 Mortgage contingency reserves — 38.4 — — — Title insurance premium reserves 710.8 733.7 ( 22.8 ) ( 43.7 ) 42.5 Loss and loss adjustment expenses ( 507.4 ) ( 535.8 ) 26.7 17.1 ( 25.2 ) Surplus notes ( 719.5 ) ( 696.5 ) — — — Other adjustments 53.1 46.4 ( 6.4 ) ( 11.2 ) ( 0.7 ) Total adjustments ( 56.3 ) ( 117.5 ) 27.6 ( 85.7 ) ( 174.4 ) Consolidated GAAP totals $ 5,618.9 $ 6,410.7 $ 852.7 $ 598.6 $ 686.4 __________ (a) Includes activity through the effective date of its sale of May 31, 2024.
- Among other requirements, the guidance: • Introduces a new requirement to disclose certain significant segment expenses regularly provided to the chief operating decision maker (CODM), • Extends certain annual disclosures to interim periods, • Permits more than one measure of segment profit or loss to be reported under certain conditions, and 54 • Requires disclosure of the title and position of the CODM.
- Sudden fair value declines caused by such adverse developments as newly emerged or imminent bankruptcy filings, issuer default on significant obligations, or reports of financial accounting developments that bring into question the validity of the issuer's previously reported earnings or financial condition are recognized as realized losses as soon as credible publicly available information emerges to confirm such developments.
- Realized gain (loss) activity in 2024 was primarily the result of portfolio management, including the Company's monitoring of concentration limits at the individual legal entity levels, tax planning, and interest rate environment considerations.
- Premiums & Fees The percentage of net earned premiums for major insurance coverages in the Specialty Insurance segment was as follows: 33 Specialty Insurance Net Earned Premiums by Type of Coverage Years Ended December 31: 2024 2023 2022 Commercial auto 41.9 % 41.0 % 39.5 % Workers' compensation 17.9 19.5 21.3 Property 12.8 11.5 9.8 General liability 7.8 6.1 5.2 Financial indemnity 6.9 8.4 10.3 Home and auto warranty 6.7 7.6 8.7 Other coverages 6.0 % 5.9 % 5.2 % Specialty Insurance net premiums earned increased 13.5% for 2024, driven by a combination of premium rate increases, high renewal retention ratios, and new business production.
- Public D&O and transactional risk premiums (included within financial indemnity) declined throughout the year, largely due to market conditions and the fourth quarter exit of the transactional risk business that produced $19.4 of net premiums earned in 2024.
- Net unfavorable reserve development came primarily from: • general liability, which includes excess coverages, at a relatively consistent level with 2023; and • transactional risk (included within financial indemnity), which is a small component of the professional liability business (approximately $19.4 of premium in 2024) and is a low frequency, high severity product.
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