8-K

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) May 14, 2021

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))

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Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers.

On May 14, 2021, Old Republic International Corporation (the “Company”) announced a change in its Accounting and Finance Executive Group.

Karl W. Mueller, Senior Vice President, Chief Financial Officer and Chief Accounting Officer, will retire from such positions effective June 30, 2021. Mr. Mueller has agreed to provide advisory services to the Company for a period of time to facilitate the transition to Mr. Sodaro.

Frank Sodaro (52), the Company’s Senior Vice President and Deputy Chief Financial Officer, will assume the positions of Senior Vice President, Chief Financial Officer, and Chief Accounting Officer effective July 1, 2021. He will concurrently join the Company’s Office of the Chief Executive Officer. Mr. Sodaro has served as the Company’s Senior Vice President and Deputy Chief Financial Officer since June 13, 2017. He has twenty-six years of accounting and finance experience in the insurance industry, and prior to joining the Company Mr. Sodaro served as Chief Financial Officer of Kemper Corporation. Mr. Sodaro does not have any family relationships with other officers or directors of the Company and is not a party to any transactions listed in Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Sodaro and any other persons pursuant to which he was appointed Chief Financial Officer.

A full text of the Company’s announcement is included as Exhibit 99.1 hereto

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    News Release datedMay14, 2021, announcing a Senior ManagementChangeand Two Management

Appointments in its Accounting and Finance Executive Group

104     Cover page Interactive Data file (embedded within Inline XBRL document)

SIGNATURES

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.

Document

CHICAGO – May 14, 2021 – Old Republic International Corporation (NYSE: ORI) today announced the following changes in its Accounting and Finance Executive Group. The changes are occasioned by Karl Mueller’s decision to retire as ORI’s Chief Financial Officer, effective June 30, 2021. The decision ends a highly successful 40-year career that began in public accounting, with the last 17 years dedicated to ORI’s business. Karl has agreed to provide advisory services for a period of time to ensure a seamless transition to his successor.

To succeed Karl, ORI named Deputy CFO Frank Sodaro (52) as its Chief Financial Officer, effective July 1, 2021. Frank, a CPA by profession, was most recently ORI’s Deputy Chief Financial Officer, and brings solid insurance accounting and finance experience garnered during the past 26 years. He will concurrently join the Company’s Office of the Chief Executive Officer.

ORI also named Chris Lieser (61) as its Deputy Chief Financial Officer, effective July 1, 2021. Chris, also a CPA by profession, will be adding greater responsibilities to his continued role as Chief Financial Officer of our Company’s Title Insurance business, to which he has dedicated 37 years of service.

In making these announcements, Craig Smiddy, Old Republic’s President and Chief Executive Officer, noted, “The appointments of Sodaro and Lieser reflect the Board’s confidence that they will continue to serve with excellence, affirming the great tradition of professional and loyal service that Karl Mueller exemplified.”

About Old Republic

Chicago-based Old Republic International Corporation is one of the nation's 50 largest shareholder-owned insurance businesses. It is a member of the Fortune 500 listing of America’s largest companies. The Company is organized as an insurance holding company whose subsidiaries actively market, underwrite, and provide risk management services for a wide variety of coverages mostly in the general and title insurance fields. A long-term interest in mortgage guaranty and consumer credit indemnity coverages has devolved to a run-off operating mode in recent years. Old Republic’s general insurance business ranks among the nation’s 50 largest, while its title insurance operations are the third largest in its industry.

The nature of Old Republic's business requires that it be managed for the long run. Its consistent and reliable cash dividend policy reflects this long-term orientation. Here's a summary of recent years' total book and market returns, which includes the addition and reinvestment of cash dividend payments, in comparison with the financial performance of three selected indices similarly developed.

*Estimated

According to the most recent edition of Mergent's Dividend Achievers, Old Republic is listed in 58th place among just 111 qualifying publicly held companies, out of thousands considered, that have posted at least 25 consecutive years of annual dividend growth.