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) December 17, 2020

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)

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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 8.01.  Other Events

At its quarterly meeting held on December 17, 2020, the Board of Directors of Old Republic International Corporation declared a special, one-time cash dividend of $1.00 per common share to be paid on January 15, 2021 to shareholders of record on January 5, 2021.

Additional information related to these events is contained in the attached News Release.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1NewsRelease datedDecember 18,ori_newsreleaseonetimecash.htm2020.

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

All values are in US Dollars.

CHICAGO – December 18, 2020 – The Board of Directors of Old Republic International Corporation (NYSE: ORI) has declared a special, one-time cash dividend of $1.00 per share. The dividend will be paid on January 15, 2021 to shareholders of record on January 5, 2021.

At its most recent quarterly meeting, the Board of Directors evaluated a number of factors critical to the long-term management of Old Republic’s diversified insurance business. Key among such factors were:

•The Company’s long-term strategy and required capital resources to ensure sustainability of its integrated multi-insurance coverages, and industry-focused underwriting specializations; and

•The capital position of the insurance underwriting subsidiaries to which substantially all of the Company’s financial resources are committed.

With this review, the Board of Directors concluded that currently available unregulated liquid funds are appropriately sufficient to allow the payment of this one-time special dividend in a fair and equitable manner to all shareholders of record.

All told, during the past five years, the Board of Directors will now have declared regular and special cash dividends of nearly $2 billion or approximately 70% of the Company’s total earnings. All such dividends will have been paid proportionately to all shareholders of record during those years. Over that same time period, Old Republic’s shareholders equity account has nonetheless grown by nearly 52% principally through retained earnings, a moderate capital raise, and market appreciation of the Company’s fixed maturity and common stock portfolios.

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 and its 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.

According to the most recent edition of Mergent’s Dividend Achievers, Old Republic is listed in 58th place among just 113 qualifying publicly held companies, out of thousands considered, that have posted at least 25 consecutive years of annual dividend growth.