Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549   FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   Date of Report: (Date of earliest event reported) April 28, 2025   OLD REPUBLIC INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter)   Delaware   001-10607   36-2678171 (State or other jurisdiction of   (Commission   (I.R.S. Employer incorporation)   File Number)   Identification No.)                                       307 North Michigan Avenue Chicago Illinois 60601     (Address of principal executive offices) (Zip Code)                 ( 312 ) 346-8100         (Registrant’s telephone number, including area code)                 N /A     (Former name or former address, if changed since last report)     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))   ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Securities registered pursuant to Section 12(b) of the Act:                               Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock / $1 par value   ORI   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨             Item 8.01. Other Events   Resale Prospectus Supplement   On April 28, 2025, Old Republic International Corporation (the “Company”) filed with the United States Securities and Exchange Commission a prospectus supplement to the Company’s automatic shelf registration statement on Form S-3 (File No. 333-277713) (the “Registration Statement”), to register the offer and resale by the selling stockholder identified therein of up to 2,829,509 shares (the “Resale Shares”) of common stock, par value $1.00 per share, of the Company (the “Common Stock”). The Resale Shares are currently issued and outstanding shares of Common Stock. Resales by the selling stockholder of any of the Resale Shares will not result in an increase of the number of the issued and outstanding shares of Common Stock of the Company.   The Company is filing this Current Report on Form 8-K to provide the legal opinion of its Assistant Vice President and Assistant General Counsel, Victoria Pool, which opinion is attached hereto as Exhibit 5.1 and is incorporated by reference herein and in the Registration Statement.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits   Exhibit No. Description     5.1 Opinion of Victoria Pool, Assistant Vice President, Assistant General Counsel of Old Republic International Corporation, regarding the Resale Shares.     23.1 Consent of Victoria Pool (included in Exhibit 5.1 hereto)     104 Cover page Interactive Data file (embedded within Inline XBRL document)         SIGNATURE   Pursuant to the requirements 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.     OLD REPUBLIC INTERNATIONAL CORPORATION   Registrant         Date: April 28, 2025 By: /s/ Thomas A. Dare     Thomas A. Dare     Senior Vice President,     Secretary and General Counsel