UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2024 OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________________________ to ______________________________

Commission File Number:	001-10607

OLD REPUBLIC INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	36-2678171
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)			307 North Michigan Avenue	Chicago	Illinois	60601
---	---	---	---
(Address of principal executive office)			(Zip Code)

Registrant's telephone number, including area code: 312-346-8100

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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes: ☒ No: ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes: ☐ No: ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes: ☒ No: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: ☐ No: ☒

The aggregate fair value of the registrant's voting Common Stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant's directors and executive officers, the registrant's various employee benefit plans and American Business & Mercantile Insurance Mutual, Inc. and its subsidiaries are all affiliates of the registrant), based on the closing sale price of the registrant's common stock on June 30, 2024, the last day of the registrant's most recently completed second fiscal quarter, was $7,241,491,725.

The registrant had 248,191,027 shares of Common Stock outstanding as of January 31, 2025.

Documents incorporated by reference:

The following documents are incorporated by reference into that part of this Form 10-K designated to the right of the document title.

Title	Part
Proxy Statement for the 2025 Annual Meeting of Shareholders<br>Exhibits as specified in exhibit index (page 106)	III, Items 10, 11, 12, 13 and 14<br>IV, Item 15

______________________________________

There are 108 pages in this report

Item 1 - Business

($ in Millions, Except Share Data)

(a) General Description of Business. Old Republic International Corporation is a Chicago-based holding company engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into two reportable segments: Specialty Insurance (formerly referred to as General Insurance) and Title Insurance. Effective as of year-end 2024, the Company renamed its reportable segment formerly referred to as "General Insurance" to "Specialty Insurance." Management believes this name more appropriately reflects Old Republic's specialty P&C strategy, with 17 underwriting businesses focused on unique niche markets with specialized distribution, underwriting, claims, and risk control models. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of the Republic Financial Indemnity Group (RFIG) Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. Prior period amounts have been reclassified to reflect the change in reportable segments. "Old Republic" or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires.

The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. The underwriting principles encompass:

•employing disciplined risk selection, evaluation, and pricing practices to reduce the possibility of adverse risk selection and to mitigate the uncertainty of insurance underwriting outcomes;

•focusing on diversification and spreading of insured risks by geography, distribution, types of insurance coverage, among industries, with competency and proficiency; and

•reducing and mitigating insured exposures through underwriting risk-sharing arrangements with policyholders, and additionally through reinsurance, to manage risk and bring greater efficiencies to capital management.

In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying, publicly traded, large capitalization, highly liquid equity securities.

In light of the above factors, the Company is managed for the long run and with little regard to quarterly or even annual reporting periods. These time frames are too short. Management believes results are best evaluated by looking at underwriting and overall operating performance trends over 10-year intervals. These likely include one or two economic and/or underwriting cycles. This provides enough time for these cycles to run their course, for premium rate changes and subsequent underwriting results to be reflected in financial statements, and for reserved loss costs to be quantified with greater certainty.

The contributions to consolidated revenues and pretax income and the assets of each Old Republic segment are set forth in the following table. This information should be read in conjunction with the consolidated financial statements, the accompanying footnotes, and "Management Analysis of Financial Position and Results of Operations" appearing elsewhere in this report.

Financial Information Relating to Segments of Business
Revenues (a)
Years Ended December 31:	2024		2023		2022
Specialty Insurance	$	5,400.6	$	4,744.3	$	4,315.6
Title Insurance	2,682.9		2,620.6		3,882.7
Corporate & Other - net (b)	77.9		84.2		86.5
Subtotal	8,161.6		7,449.3		8,284.9
Consolidated investment gains (losses) (a)	69.9		(190.9)		(201.1)
Consolidated	$	8,231.5	$	7,258.3	$	8,083.7
Pretax Income
Years Ended December 31:	2024		2023		2022
Specialty Insurance	$	848.3	$	787.8	$	689.8
Title Insurance	144.1		133.5		308.8
Corporate & Other - net (b)	7.3		16.9		59.9
Subtotal	999.8		938.4		1,058.6
Consolidated investment gains (losses)	69.9		(190.9)		(201.1)
Consolidated	$	1,069.7	$	747.4	$	857.4
Assets
As of December 31:	2024		2023		2022
Specialty Insurance	$	24,563.2	$	22,710.5	$	21,227.9
Title Insurance	1,915.8		1,948.2		2,077.6
Corporate & Other - net (b)	1,363.9		1,842.5		1,853.8
Consolidated	$	27,843.1	$	26,501.4	$	25,159.4

(a) Revenues consist of net premiums, fees, net investment and other income earned. Investment gains (losses), which include unrealized gains (losses) on equity securities, are shown on a consolidated basis because the investment portfolio is managed as a whole.

(b) Corporate & Other includes amounts for the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.

Consolidated Underwriting Results

The following table reflects premiums and related loss, expense, and combined ratios for the major coverages underwritten in the Company's insurance segments.

Years Ended December 31:			2024			2023			2022
Specialty Insurance:
	Overall Experience:
		Net Premiums Earned	$	4,677.0		$	4,119.2		$	3,808.6
		Loss Ratio	64.1		%	62.0		%	62.1		%
		Expense Ratio	28.1			28.2			27.4
		Combined Ratio	92.2		%	90.2		%	89.5		%
	Experience by Major Coverages:
	Commercial Auto:
		Net Premiums Earned	$	1,961.8		$	1,689.4		$	1,505.2
		Loss Ratio	72.4		%	71.5		%	66.6		%
	Workers' Compensation:
		Net Premiums Earned	$	836.2		$	802.2		$	811.8
		Loss Ratio	48.0		%	41.4		%	45.9		%
	Property: (a)
		Net Premiums Earned	$	596.9		$	473.1		$	374.0
		Loss Ratio	53.2		%	61.0		%	65.4		%
	General Liability:
		Net Premiums Earned	$	363.8		$	251.8		$	196.2
		Loss Ratio	72.9		%	76.0		%	71.6		%
	Financial Indemnity: (b)
		Net Premiums Earned	$	321.7		$	347.7		$	391.7
		Loss Ratio	63.9		%	48.2		%	67.0		%
	Home and Auto Warranty:
		Net Premiums Earned	$	315.0		$	311.4		$	330.4
		Loss Ratio	58.2		%	65.5		%	66.9		%
	Other Coverages: (c)
		Net Premiums Earned	$	281.2		$	243.3		$	199.0
		Loss Ratio	73.1		%	65.9		%	60.4		%
Title Insurance: (d)
		Net Premiums & Fees Earned	$	2,619.1		$	2,562.8		$	3,833.8
		Loss Ratio	1.8		%	1.9		%	2.3		%
		Expense Ratio	95.2			95.2			90.9
		Combined Ratio	97.0		%	97.1		%	93.2		%
All Coverages Consolidated:
		Net Premiums & Fees Earned	$	7,310.8		$	6,707.7		$	7,675.3
		Loss Ratio	41.7		%	38.7		%	31.8		%
		Expense Ratio	52.2			53.9			59.2
		Combined Ratio	93.9		%	92.6		%	91.0		%

(a) Includes Commercial Multi-Peril and Inland Marine coverages.

(b) Includes Directors & Officers (D&O), Errors & Omissions (E&O), Fidelity, and Surety coverages.

(d) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.

Specialty Insurance

Old Republic's Specialty Insurance segment is best characterized as a commercial lines insurance business with a strong focus on lines of coverages provided to businesses, state and local governments, and other institutions. The Company does not have a meaningful exposure to personal lines insurance such as homeowners and private auto

coverages. Old Republic also focuses on specific sectors of the North American economy, most prominently the transportation, commercial construction, healthcare, education, retail and wholesale trade, forest products, energy, general manufacturing, and financial services industries. In managing the insurance risks it undertakes, the Company employs various underwriting and loss mitigation techniques such as utilization of policy deductibles, captive insurance risk-sharing arrangements, self-insured retentions, retrospective rating and policyholder dividend plans. These underwriting techniques are intended to better correlate premium charges with the ultimate claims experience of individual or groups of insureds and align the Company's interests with those of the insureds.

Over the years, the Specialty Insurance segment's operations have been developed steadily through a combination of internal growth; the establishment of additional subsidiaries focused on specialized coverages, distribution channels and/or industry sectors; and through acquisitions. As a result, this segment has become widely diversified with a business base encompassing the following major insurance coverages:

Accident & Health: Specialized coverages such as employer stop loss, managed care, and ancillary products.

Aviation: Protects the value of aircraft hulls and affords liability coverage for acts that result in injury, loss of life, and property damage to passengers and others on the ground or in the air.

Commercial Auto: Covers vehicles (mostly trucks) used principally in commercial pursuits, including damage to insured vehicles and liabilities incurred by an insured for bodily injury and property damage sustained by third parties.

Commercial Multi-Peril (CMP): Coverage for claims arising from the acts of owners or employees, and protection for the physical assets of businesses.

Commercial Property: Protects an insured’s real and personal property from risk of direct physical loss or damage, including subsequent business interruption and expense.

Excess & Surplus: Commercial excess and surplus lines insurance solutions sourced primarily through wholesale distribution channels.

Financial Indemnity: Multiple types of specialty coverages, including most prominently the following:

D&O: Coverage provides for the payment of legal expenses and indemnity settlements for claims made against the directors and officers of corporations from a variety of sources, most typically shareholders.

E&O: Liability policies written for non-medical professional service providers such as lawyers, architects, and consultants, that provide coverage for legal expenses and indemnity settlements for claims alleging breaches of professional standards.

Fidelity: Bonds cover the exposures of financial institutions and commercial and other enterprises for losses of monies or debt and equity securities due to acts of employee dishonesty.

Surety: Bonds are insurance company guarantees of performance by a corporate principal or individual such as for the completion of a building or road project, or payment on various types of contracts.

Home & Auto Warranty: Includes the following types of coverages:

Automobile Extended Warranty: Coverage provided to vehicle owners for certain mechanical or electrical repair or replacement costs after the manufacturer's warranty has expired.

Home Warranty: Provides repair and/or replacement coverage for home systems (e.g. plumbing, heating, and electrical) and designated appliances.

General Liability: Protects against liability of an insured that stems from carelessness, negligence, or failure to act, and results in property damage or personal injury to others.

Inland Marine: Insurance of property in transit over land and of property that is mobile by nature, inclusive of builder's risk coverages which protect structures and materials during construction projects.

Travel Accident: Covers monetary losses arising from trip delay and cancellation for individual insureds.

Workers' Compensation: Purchased by employers to provide insurance for employees' lost wages and medical benefits in the event of work-related injury, disability, or death.

Approximately 94% of Specialty Insurance premiums are produced through independent agency or brokerage channels, while the remaining 6% is obtained through direct production facilities.

Net Premiums Earned

In 2024, Specialty Insurance continued to expand its product capabilities beyond its traditional focus on commercial auto and workers’ compensation. Commercial auto remains the Company’s largest line of coverage and accounted for 41.9% of Specialty Insurance’s consolidated net premiums earned in 2024. Investments in new underwriting subsidiaries have helped grow the Company’s presence in non-casualty lines such as property, which

now amounts to 12.8% of such totals.

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. The growth includes contributions from recently established underwriting subsidiaries, including Old Republic Accident & Health's first premium production coming in the fourth quarter. Premium growth was most pronounced within commercial auto, property, and general liability. Public D&O and transactional risk premiums (included within financial indemnity) declined throughout the year, largely due to market conditions and exiting the transactional risk business that produced $19.4 of net premiums earned in 2024. Commercial auto, general liability, and property continued to achieve strong rate increases, while rate declines continued in public D&O and workers' compensation. Net premiums earned increased 8.2% for 2023 driven by a combination of premium rate increases, high renewal retention ratios, and new business production, including contributions from more recently established underwriting subsidiaries.

Loss Ratios

Variations in loss ratios are typically caused by changes in the frequency and severity of losses incurred, changes in premium rates, the level of audit premium adjustments, and periodic changes in loss and loss adjustment expense reserve estimates. The Company can therefore experience period-to-period volatility in the underwriting results posted for individual coverages. In light of Old Republic's basic underwriting focus in managing its business, a long-term objective has been to dampen this volatility by diversifying coverages offered and industries served.

The loss ratios include loss adjustment expenses and policyholders' dividends, which apply principally to workers' compensation insurance, and are typically a reflection of changes in loss experience from prior years for individual or groups of policies, rather than current year results.

The Specialty Insurance loss ratios are summarized as follows:

	2024		2023		2022
Reported Loss Ratio	64.1	%	62.0	%	62.1	%
Effect of Prior Periods' (Favorable)/Unfavorable
Loss Reserve Development	(2.3)		(5.7)		(5.1)
Loss Ratio Excluding Prior Periods' Loss Reserve Development	66.4	%	67.7	%	67.2	%

Overall, the loss ratios for Specialty Insurance in 2024 were within expectations despite the lower favorable loss reserve development from prior periods when compared to the historically high levels experienced in 2023 and 2022.

Net favorable reserve development came primarily from:

•workers’ compensation (favorable development predominantly from accident years 2012-2019, partially offset by unfavorable development predominantly from years prior to 2011, 2022, and 2023);

•commercial auto (favorable development predominantly from accident years 2017-2022, partially offset by unfavorable development from 2023); and

•property, which includes commercial multi-peril (favorable development predominantly from accident years 2016-2019 and 2023).

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.

Changes in estimated claim costs reflect continually evolving pricing and risk selection together with variability in loss severity and frequency trends. Changes in commercial auto loss ratios are primarily due to fluctuations in claim severity. Loss ratios for workers' compensation and general liability insurance can reflect greater variability due to chance events in any one year and estimated provisions for loss costs not recoverable from assuming reinsurers that may experience financial difficulties. Additionally, workers' compensation claim costs in particular have been impacted by lower frequency and are subject to a variety of underwriting techniques such as the use of captive reinsurance retentions, retrospective premium plans, self-insured and high deductible insurance programs that are intended to mitigate claim costs over time. Loss ratios for general liability coverages tend to be highly volatile year to year due to the impact of changes in claim emergence and severity of legacy asbestosis and environmental (A&E) claims exposures.

Loss Reserves

The Company's property and casualty insurance subsidiaries establish loss reserves that consist of estimates to settle: a) reported (known) claims; b) claims which have been incurred as of each balance sheet date but have not yet been reported (IBNR) to the insurance subsidiaries; c) direct costs (fees and costs which are allocable to individual claims); and d) indirect costs (such as salaries and rent applicable to the overall management of claim departments) to administer known and IBNR claims. Such loss reserves, except as to classification in the consolidated balance sheets as to gross and reinsured portions, are reported for financial and regulatory reporting purposes at amounts that

are substantially the same.

The establishment of loss reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims; continually evolving and changing legal theories from the judicial system; recurring accounting, statistical, and actuarial studies; the professional experience and expertise of the Company's claim departments' personnel, attorneys, and independent claim adjusters; ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work-related injuries; and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

In establishing loss reserves, the potential increase in future loss settlement costs caused by inflation is considered along with the many other factors cited above. Reserves are generally set to provide for the ultimate cost of all claims. With regard to certain workers' compensation reserves, however, the ultimate cost of long-term disability type claims is typically discounted to present value based on interest rates generally ranging from 3.0% to 3.5%.

Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. However, no representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.

Federal Black Lung Regulations

The Federal Department of Labor revised the Federal Black Lung Program regulations in both 2001 and 2010. The revisions reflect more lenient standards that can potentially benefit claimants. Claims filed or refiled pursuant to these revised regulations initially increased immediately following the passing of both sets of regulations, but have been gradually decreasing since.

The majority of pending claims against Old Republic pertain to business underwritten through loss sharing programs that permit the charge of additional or refund of return premiums to wholly or partially offset changes in estimated claim costs, or to business underwritten as a service carrier on behalf of various industry-wide involuntary market (i.e. assigned risk) pools. A smaller portion pertains to business produced on a traditional risk transfer basis.

A&E Reserves

Old Republic's reserve estimates also include provisions for indemnity and settlement costs for various A&E claims that have been filed in the normal course of business against a number of its insurance subsidiaries. Many such claims relate to policies incepting prior to 1985, including those issued during a short period between 1981 and 1982 pursuant to an agency agreement canceled in 1982. Over the years, the Company's property and casualty insurance subsidiaries have typically issued general liability insurance policies with face amounts ranging between $1.0 and $2.0 and rarely exceeding $10.0. Such policies have, in turn, been subject to reinsurance cessions which have typically reduced the subsidiaries' net retentions to $0.5 or less as to each claim.

Old Republic's exposure to A&E claims cannot, however, be calculated by conventional insurance reserving methods for a variety of reasons, including: a) the absence of statistically valid data because such claims generally involve long reporting delays and very often uncertainty as to the number and identity of insureds against whom such claims have arisen or will arise; and b) the litigation history of such or similar claims. Inconsistent court decisions stem from such questions as: when an alleged loss occurred, which policies provide coverage, how a loss is to be allocated among potentially responsible insureds and/or their insurance carriers, how policy coverage exclusions are to be interpreted, what types of environmental impairment or toxic tort claims are covered, when the insurer's duty to defend is triggered, how policy limits are to be calculated, and whether clean-up costs constitute property damage.

Reinsurance and Retrospective Arrangements

Title Insurance

Title Insurance's business consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records that contain information concerning interests in real property. The policies insure against losses arising out of defects, liens, and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy. For the year ended December 31, 2024, 23.0% of the Company's consolidated title premium and fee revenues stemmed from direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries of the Company), while the remaining 77.0% emanated from independent title agents.

There are two basic types of title insurance policies issued by the Company: lenders' policies and owners' policies. Both are issued for a one-time premium. Most mortgages made in the United States are extended by mortgage bankers, savings and commercial banks, state and federal agencies, and life insurance companies. These financial institutions secure title insurance policies to protect their mortgagees' interest in the real property. This protection remains in effect for as long as the mortgagee has an interest in the property. A separate title insurance policy may be issued to the owner of the real estate. An owner's policy of title insurance protects an owner's interest in the title to the property.

In connection with its Title Insurance operations, Old Republic also provides escrow closing and construction disbursement services, as well as real estate information products, national default management services, and a variety of other services pertaining to real estate transfers and loan transactions. As lenders and the title insurance industry transition into the evolving digital landscape, Old Republic believes it is well positioned with technology and business process innovations to remain competitive in the market.

Net Premiums and Fees Earned

The premiums charged for the issuance of title insurance policies vary with the policy amount and the type of policy issued. The premium is collected in full when the real estate transaction is closed, with there being no recurring fee thereafter. Premiums charged on subsequent policies on the same property, typically related to refinancing, may be reduced depending generally upon the time elapsed between issuance of the previous policies and the nature of the transactions for which the policies are issued. Most of the charge to the customer relates to title services rendered in conjunction with the issuance of a policy rather than to the possibility of loss due to risks insured against. Accordingly, the cost of services performed by a title insurer relates for the most part to the prevention of loss rather than to the assumption of the risk of loss. Loss costs that do occur result primarily from title search and examination mistakes, fraud, forgery, incapacity, missing heirs, and escrow processing errors.

Title Insurance's premium and fee revenue is closely related to the level of activity in the real estate market. The volume of real estate activity is affected by the availability and cost of financing, population growth, family movements, and other socio-economic factors. Also, the title insurance business is seasonal. During the winter months, new building activity is reduced and, accordingly, the Company produces less title insurance business relative to new construction during such months than during the rest of the year. The most important factors, insofar as Old Republic's title business is concerned, however, are the rates of activity in the resale and refinance markets for residential properties and more recently, growth in commercial title business.

Title Insurance net premiums and fees earned increased 2.2% in 2024. Directly produced revenues grew while agency produced revenues, which are reported on a lag, came in relatively flat for 2024. Commercial premiums were generally flat and represented approximately 22% of net premiums earned in both 2024 and 2023. For 2023, net premiums and fees earned decreased by 33.2%. Both directly produced and agency produced revenues declined, driven by a continued drop in mortgage originations attributable to higher mortgage interest rates.

Loss Ratios

Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. Favorable developments of reserves established in prior years continued to reduce the loss ratios for the periods shown in the following table:

	2024		2023		2022
Reported Loss Ratio	1.8	%	1.9	%	2.3	%
Effect of Prior Periods' (Favorable)/Unfavorable
Loss Reserve Development	(1.6)		(1.8)		(1.3)
Loss Ratio Excluding Prior Periods' Loss Reserve Development	3.4	%	3.7	%	3.6	%

The favorable development in 2024, primarily from accident years 2018-2021, was partially offset by unfavorable development from years prior to 2014.

Corporate & Other

Corporate & Other operations includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries that perform cash and investment management, payroll, administrative, information technology, and marketing services. The life and accident business registered net premium revenues of $8.9, $9.1, and $9.6 in 2024, 2023, and 2022, respectively. Life and accident business is conducted in both the United States and Canada and consists mostly of limited product offerings sold through financial intermediaries such as travel agents and marketing channels that are also utilized in some of Old Republic's Specialty Insurance operations. Production of term life insurance, accounting for net premiums earned of $3.5, $3.8, and $3.9 in 2024, 2023, and 2022, respectively, was terminated and placed in run-off as of year-end 2004.

(b) Marketing. The personal contacts, relationships, reputations, and intellectual capital of Old Republic's key executives and other associates responsible for the production of business are vital elements in obtaining and retaining much of its business. Many of the Company's customers produce large amounts of premiums and fees and therefore warrant substantial levels of attention and involvement by these persons. In this respect, Old Republic's mode of operation relies on the marketing, underwriting, and management skills of relatively few key people for large parts of its business.

At least one insurance legal entity of the Old Republic Specialty Insurance segment is licensed to do business in each of the 50 states, the District of Columbia, Puerto Rico, Virgin Islands, Guam, and each of the Canadian provinces. Title Insurance subsidiaries are licensed to do business in 50 states, the District of Columbia and Guam. Consolidated direct premium volume distributed among the various geographical regions shown was as follows for the past three years:


		2024 (a)		2023		2022
United States:
	Northeast	11.5	%	11.3	%	11.9	%
	Mid-Atlantic	7.0		7.0		7.5
	Southeast	22.2		22.2		23.1
	East North Central	11.2		11.4		10.6
	West North Central	9.5		9.8		9.1
	Mountain	7.9		8.0		8.6
	Western	14.5		14.6		14.5
	Southwest	14.0		13.0		12.3
Foreign (Principally Canada)		2.2		2.7		2.4
	Total	100.0	%	100.0	%	100.0	%

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(a) Excludes immaterial amounts related to the RFIG Run-off business during 2024 through the effective date of its sale of May 31, 2024.

Commercial coverages underwritten for business enterprises and public entities are marketed primarily through independent insurance agents and brokers with the assistance of Old Republic's trained sales, underwriting, actuarial, and loss control personnel. No single source accounted for over 10% of Old Republic's premium volume in 2024.

A substantial portion of the Company's Title Insurance business is referred by title insurance agents, builders, lending institutions, real estate developers, realtors, and lawyers. Title insurance and related real estate settlement products are sold through 271 Company branch offices and owned agency subsidiaries of the Company in all 50 states and the District of Columbia. Policies are also issued through independent title agents (not themselves title insurers) pursuant to underwriting agreements. These agreements generally provide that the agent may cause title policies of the Company to be issued, and the Company is responsible under such policies for any payments to the insured. Issuing agents are authorized to issue commitments and title insurance policies based on their own search and examination, or on the basis of abstracts and opinions of approved attorneys. Typically, the agent deducts the major portion of the title insurance charge to the customer as its commission for services. During 2024, 77.0% of Title Insurance premiums and fees were accounted for by policies issued by independent title agents.

(c) Competition. The insurance business is highly competitive and Old Republic competes with many stockholder-owned and mutual insurance companies. Many of these competitors offer more insurance coverages and have substantially greater financial resources than the Company. The rates charged for many of the insurance coverages in which the Company specializes, such as workers' compensation insurance, other property and liability insurance, and

title insurance, are primarily regulated by the states. The basic methods of competition available to Old Republic, aside from rates, are service to customers, expertise in tailoring insurance programs to the specific needs of its clients, efficiency and flexibility of operations, personal involvement by its key executives, and, as to title insurance, accuracy and timely delivery of evidences of title issued.

The Company believes its experience and expertise have enabled it to develop a variety of specialized insurance programs and related services for its customers, and to secure state insurance departments' approval of these programs.

(d) Investments. In common with other insurance organizations, Old Republic invests most of its capital and operating funds in income producing securities. Investments held within regulated entities must comply with applicable insurance laws and regulations. These laws and regulations prescribe the nature, form, quality, and relative amounts of investments that may be made by insurance companies. Generally, these laws and regulations permit insurance companies to invest within varying limitations in state, municipal and federal government obligations, corporate debt, preferred and common stocks, certain types of real estate, and first mortgage loans. Old Republic's investment policy is to acquire and retain primarily investment grade, publicly traded, fixed income securities, and dividend paying, publicly traded, large capitalization, highly liquid equity securities.

The investment policy is also influenced by the terms of the insurance coverages written by the Company, by its expectations as to the timing of claim and benefit payments, and by income tax considerations. As a consequence of all these factors, the Company's investment portfolio is directed in consideration of enterprise-wide risk management objectives, intended to ensure solid funding of the Company's insurance underwriting subsidiaries' obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries' capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds, or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. Pursuant to the Company's enterprise risk management guidelines and controls, it performs regular stress tests of its investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not seriously undermine the financial strength and the long-term continuity and prospects of the insurance underwriting subsidiaries.

(e) Government Regulation. In common with all insurance companies, Old Republic's insurance subsidiaries are subject to the regulation and supervision of the jurisdictions in which they do business. The method of such regulation varies, but generally regulation has been delegated to state insurance commissioners. The state insurance commissioners are granted broad administrative powers relating to: the licensing of insurers and their agents; the nature of and limitations on investments; approval of policy forms; reserve requirements; and trade practices. In addition to these types of regulation, many classes of insurance, including most of the Company's insurance coverages, are subject to rate regulations which require that rates be reasonable, adequate, and not unfairly discriminatory.

Most states have also enacted insurance holding company laws which require registration and periodic reporting by insurance companies controlled by other corporations licensed to transact business within their respective jurisdictions. Old Republic's insurance subsidiaries are subject to such legislation and are registered as controlled insurers in those jurisdictions in which such registration is required. Such legislation varies from state to state but typically requires periodic disclosure concerning the corporation that controls the registered insurers, or ultimate holding company, and all subsidiaries of the ultimate holding company, and prior approval of certain intercorporate transfers of assets (including payments of dividends in excess of specified amounts by the insurance subsidiary) within the holding company system.

Each state has established minimum capital and surplus requirements to conduct insurance business. At December 31, 2024, each of the Company’s insurance subsidiaries exceeded the minimum statutory capital and surplus requirements.

U.S. Privacy and Cybersecurity

The Company is subject to U.S. federal and state laws and regulations that require financial institutions, insurance companies, and other businesses to protect the security, confidentiality, and integrity of personal information and to provide notice of their practices relating to the collection and disclosure of personal information. Various state insurance privacy laws and regulations, enacted to implement the privacy requirements of the federal Gramm-Leach-Bliley Act of 1999 (GLBA), impose restrictions on the Company’s ability to collect and share consumer personal information and require notices and disclosures to consumers.

To the extent that the Company collects and processes personal information about California residents that is not subject to the privacy restrictions and requirements of the GLBA, the California Consumer Privacy Act and the California Privacy Rights Act provide such California residents certain rights concerning such personal information and have imposed corresponding obligations and disclosure requirements on the Company. Similar comprehensive privacy laws have and will continue to become effective in other states in which the Company operates; however, to date all other state comprehensive privacy laws have exempted (i) financial institutions subject to the GLBA, or in the case of two states, licensed insurance companies and certain other businesses, (ii) personal information collected subject to the GLBA, (iii) personal information related to personnel, and (iv) business-to-business contact information.

Cybersecurity requirements specific to the insurance industry to which the Company is subject have been adopted by the New York Department of Financial Services (the "NY DFS"), and 26 other states have adopted requirements based on the Insurance Data Security Model Law promulgated by the National Association of Insurance Commissioners. These requirements are intended to protect the information of the Company's customers, and its own information systems. Additional states are expected to adopt similar requirements, and various states also impose more general requirements to protect personal information. In 2023, the NY DFS adopted amendments to its Cybersecurity Regulation, imposing heightened cybersecurity requirements on licensees such as the Company's insurance company subsidiaries, including prompt notification for ransomware, payment of extortion, and certain other events.

The Company is also subject to U.S. federal and state laws and regulations requiring notification to affected individuals and regulatory agencies of security breaches, and requiring the Company to file a Form 8-K with the Securities and Exchange Commission (SEC) within four business days after determining that a cybersecurity event is material. Refer to Item 1C - Cybersecurity for additional discussion.

Privacy and cybersecurity laws and regulations in the U.S. are evolving and subject to continual change.

(f) Employees. Old Republic’s approximately 9,400 associates — the Company’s human and intellectual capital — form a key stakeholder group and a most important resource for managing the Company's business. Creating the most appropriate culture and offering professional opportunities are the primary goals of Old Republic’s human capital management. There is significant competition for talent in the insurance industry and the Company’s ability to recruit, retain, and develop its associates is a key driver for its long-term success.

As with many elements of the Company’s business, the first and primary level of human capital management occurs in the Company’s operating subsidiaries. This approach reflects the different needs and expectations of each operating subsidiary based on the industry specialization, lines of business, and geographical location of each subsidiary. In addition, the flexibility of this approach to human capital management benefits the entire enterprise and leads to the identification of methods and solutions that can eventually be applied across the entire business.

At the holding company level, Old Republic emphasizes its corporate culture and coordinates the compensation and benefits philosophy that applies to all operating subsidiaries. Old Republic's culture is one that focuses on managing the business in the best interest of its shareholders and key stakeholders, including associates. The long-term success of Old Republic’s associates means:

•Training and Development – Investment in associates means investment in the business. Old Republic offers many training opportunities, including professional certifications, mentoring programs, and leadership training.

•Engagement – Old Republic believes that an engaged workforce will be a successful workforce. The Company seeks to create and maintain engaged associates by offering opportunities to interact with industry, professional, charitable, and community organizations.

•Planning Ahead – Offering the right compensation and benefit packages and meaningful opportunities to invest in retirement gives Old Republic associates the opportunity to plan ahead.

(g) Website access. The Company files various reports with the SEC, including its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act of 1934 (Exchange Act). The Company's reports are available by visiting the SEC's website (https://www.sec.gov) and accessing its EDGAR database to view or print copies of the electronic versions of the Company's reports. Additionally, the Company's reports can be obtained, free of charge, by visiting its website (https://www.oldrepublic.com), selecting Investors then Financials to view or print copies of the electronic versions of the Company's SEC and other reports. The contents of the Company's website are not intended to be, nor should they be considered, incorporated by reference in any of the reports the Company files with the SEC.

Item 1A - Risk Factors

In evaluating the Company, the factors described below should be considered carefully. The occurrence or reoccurrence of one or more of these events could significantly and adversely affect the Company’s business, financial condition, and results of operations.

RISKS RELATING TO OLD REPUBLIC AND ITS BUSINESSES

Old Republic’s loss reserves are based on estimates, and if these prove to be inadequate to cover its actual insured losses, Old Republic’s business, financial condition, and results of operations could be adversely affected.

To recognize liabilities for anticipated policy losses, the Company establishes reserves as balance sheet liabilities representing its best estimate of amounts needed to pay reported and unreported losses and the related loss adjustment expenses. It is not possible to calculate precisely what these liabilities will amount to in advance and, accordingly, the reserves represent a best estimate at a point in time. Estimating loss reserves is a difficult, complex, and inherently uncertain process involving many variables and subjective judgments. These estimates are based upon known historical loss data, assumptions, and expectations of future trends in claim frequency and severity, changes in legal, regulatory and litigation environments, and inflation and other economic considerations.

Moreover, for long-tail coverages which generally include workers' compensation, commercial auto liability, general liability, errors and omissions (E&O) and directors’ and officers' (D&O) liability, as well as title insurance, significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to the Company, and the payment of that loss. The length of time required to ultimately settle long-tailed claims and the costs associated with resolving these claims, coupled with uncertain and sometimes variable judicial rulings on coverage and policy allocation issues, along with the possibility of legislative actions, makes reserving for these exposures highly uncertain and creates a risk of possibly adverse developments in both known and yet unknown claims.

As a result of these uncertainties, the ultimate paid loss and loss adjustment expense may deviate, perhaps substantially, from the point-in-time estimates of such losses and expenses, as reflected in the loss reserves included in the Company’s consolidated financial statements. For example, for the years ended December 31, 2024, 2023, and 2022, the Company experienced consolidated favorable development of reserves for losses and loss adjustment expenses incurred in prior years of $151.9, $305.8, and $282.6, respectively, which had a positive effect on consolidated results of operations in those periods. To the extent that loss and loss adjustment expenses exceed initial estimates, the Company's policy is to immediately recognize the less favorable experience and increase loss reserves, with a corresponding reduction in net income in the period in which the unfavorable development is identified.

If the Company is unable to accurately underwrite risks and charge competitive yet profitable rates to its policyholders and customers, the Company’s business, financial condition, and results of operations could be materially and adversely affected.

In general, the premiums for the Company’s insurance policies are established at the time a policy is issued and, therefore, before all of the underlying liabilities and costs associated with the policy are known. Like other insurance companies, Old Republic relies on estimates and assumptions in setting premium rates. Establishing adequate premiums is necessary to generate sufficient revenue to offset losses, loss adjustment expenses and other underwriting costs and to earn an underwriting profit. If the Company does not accurately assess and underwrite the risks it assumes, it may not charge adequate premiums to cover its losses and expenses, which would adversely affect the Company’s financial condition and results of operations. Alternatively, the Company could set its premiums too high, which could reduce its competitiveness and lead to lower revenues.

Pricing involves the acquisition and analysis of historical loss data, and the projection of future trends, loss costs and expenses, and inflation trends, among other factors, for each of the Company’s products. In order to accurately price its policies, the Company:

•collects and analyzes a substantial volume of data from its insureds;

•develops, tests, and applies appropriate projections and rating formulas;

•closely monitors and recognizes changes in trends timely; and

•seeks to project expected losses for its insureds with reasonable accuracy.

The Company seeks to implement its pricing accurately in accordance with its assumptions, available data, and analysis of that data. Given the uncertainties generally inherent in estimates and assumptions, the Company’s ability to undertake these efforts successfully and, as a result, accurately price its policies, is not free from risk.

If the Company is unable to realize its investment objectives, its financial condition and results of operations may be adversely affected.

Investment income is an important component of the Company’s net income and one of its primary sources of cash flow to support operations. As of December 31, 2024, the consolidated investment portfolio reflected an allocation of approximately 84% to fixed income (bonds and notes) and short-term investments, and 16% to equity securities (common and preferred stocks). For the years ended December 31, 2024, 2023, and 2022, the Company reported $673.1, $578.3, and $459.5 of net investment income, respectively.

The Company’s entire investment portfolio is subject to market-wide risks and fluctuations inherent in the financial markets, including but not limited to, inflation, regulatory changes, inactive capital markets, governmental and social stability, economic outlooks, unemployment, financial industry events, and recession, as well as to risks inherent in particular securities. Changing or unprecedented market conditions could decrease liquidity and materially impact the future valuation of fixed income and equity securities in the investment portfolio.

In structuring its investment portfolio, the Company seeks to align its policyholder obligations and the maturity of its fixed income portfolio. As a result of either an unexpected increase in policyholder obligations (e.g. because of an underestimate in reserves) or a short fall in funds available (e.g. because of a default in a fixed income investment), the Company could have difficulty in meeting its obligations. In this case, the Company could be forced to liquidate its investments before their maturity or under adverse market conditions to obtain the funds necessary to meet its obligations. This could result in unexpected losses in the portfolio. Additionally, the Company may be forced to change its investments or investment policies depending upon regulatory, economic and market conditions, thus affecting the existing or anticipated financial condition and operating needs, including the tax position, of its business. In such circumstances, the Company’s investment objectives may not be achieved, and its financial condition and results of operations may be adversely affected.

Losses due to nonperformance or defaults by counterparties can have a material adverse effect on the Company’s profitability or sources of liquidity.

The Company has credit risk with counterparties associated with investments, premiums receivable, and reinsurance recoverables. The Company’s subsidiaries have significant business relationships with financial institutions, particularly national banks. To secure the obligations of the insureds and certain reinsurers, the insurance subsidiaries are often the beneficiaries of a significant amount of security in the form of letters of credit, trust funds, and pledged investments. Other banks serve as depositories holding large sums of money in escrow accounts established by the Company's Title Insurance subsidiaries. Accordingly, there is a risk of concentrated financial exposure in one or more such commercial banking institutions. These counterparties may default on their obligations to the Company due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud, government intervention and other reasons. If any of these institutions fail or are unable to honor their credit obligations, or if escrowed funds become lost or tied up due to the failure of a bank, the result could have a materially adverse effect on the Company’s business, results of operations, and financial condition.

The Company is also exposed to credit risk with its reinsurers. Reinsurance does not discharge the Company’s insurance subsidiaries of their obligations under the insurance policies they write. The Company’s insurance subsidiaries remain liable to policyholders even if they are unable to make recoveries that they believe they are entitled to receive under their reinsurance contracts. With respect to long-tail coverages, the creditworthiness of the Company’s reinsurers may change before it can recover amounts to which it is entitled. If a reinsurer is unable to meet any of its obligations to the Company, the Company would be responsible for all loss and loss adjustment expenses for which it would have otherwise received payment from the reinsurer. If the Company is unable to collect amounts recoverable from reinsurers, its business, financial condition, and results of operations would be adversely affected.

The Company’s status as a holding company with no direct operations could adversely affect its liquidity and its ability to service debt and pay dividends.

Old Republic is an insurance holding company that transacts business solely through its operating subsidiaries. Old Republic’s primary assets are the investments in these operating subsidiaries, and substantially all of the Company’s assets consist of those used for the business conducted by its insurance subsidiaries. Old Republic relies upon dividends and interest from these subsidiaries in order to pay the interest and principal on its debt obligations, dividends to shareholders, and corporate expenses.

The payment of dividends by the Company’s insurance subsidiaries is restricted by state insurance laws or subject to approval of the insurance regulatory authorities in the jurisdictions in which the subsidiaries are domiciled. These authorities recognize only statutory accounting practices for determining financial position, results of operations, and the ability of an insurer to pay dividends to its shareholders. The specific rules governing the payment of dividends by the Company’s insurance subsidiaries vary from jurisdiction to jurisdiction. The Company’s insurance subsidiaries are domiciled in many different jurisdictions. Generally, the insurance subsidiaries are prohibited from paying dividends to the holding company in excess of either the greater or lesser of (depending upon the state involved) 10% of statutory surplus or a portion of statutory net income without the prior approval of the applicable insurance regulatory authority. Dividends declared during the fiscal years ended December 31, 2024, 2023, and 2022 to the holding company by its subsidiaries amounted to $645.7, $673.3, and $614.6, respectively. There can be no assurance that the Company’s subsidiaries will be able to continue to pay such dividends to the Company in the future. If the Company’s subsidiaries are unable to pay dividends to the holding company in amounts necessary to satisfy existing obligations, the Company’s ability to service its debt and pay dividends to its shareholders would be adversely affected.

Old Republic may not be able to maintain paying dividends at current rates, or at all.

Old Republic has a long history of paying regular quarterly dividends and in recent years has paid special dividends. Any determination to pay either type of dividend to the Company’s stockholders in the future will be at the discretion of the Board of Directors and will depend on the Company’s results of operations, financial condition, and other factors deemed relevant by the Board of Directors. Old Republic’s ability to pay dividends depends largely on the Company’s subsidiaries’ earnings and operating capital requirements, and is subject to regulatory and other constraints of the subsidiaries, including the effect of any such dividends or distributions on the AM Best rating or other ratings of the insurance subsidiaries. In addition, the Company may choose to retain capital to support growth or further mitigate risk, instead of returning excess capital to its shareholders. As a result, there can be no assurance that Old Republic will be able to maintain paying dividends as it has in the past.

Technology, security breaches or failures, including cybersecurity incidents, and emerging types of artificial intelligence (AI) could disrupt the Company’s operations, result in financial losses, the loss of critical and confidential information, or expose the Company to additional liabilities, which could adversely affect its reputation and results of operations.

The Company depends upon technology-based information systems to conduct business. The Company uses computer systems and other electronic information resources, including both proprietary and third-party technology systems and tools, to process, transmit, receive, and store certain personal, confidential, and proprietary information; to communicate with customers, service providers and other third parties by email and other electronic means; and perform various business operations, including transferring significant amounts of funds using electronic means.

The Company’s systems and processes have been, and will likely remain, subject to cyber-attacks and other intrusions. These attacks are occurring with greater frequency and sophistication, and include malware and computer virus attacks, ransomware, unauthorized access, misuse, denial-of-service attacks, system failures and disruptions. A future breach of the Company’s systems or the systems of a third-party vendor or services provider could disrupt the Company’s ability to conduct business operations. During such an event, systems may be inaccessible to employees, customers, or business partners for an extended period of time and employees may be unable to perform their duties. These attacks could expose the Company to substantial costs and negative consequences, including the loss of funds, costs of investigation and remediation, lost revenues, and reputational damage.

In addition, the email and computer systems used by the Company, its service providers, and agents for the transfer of funds have been subject to fraudulent spoofing attacks. In some cases, unauthorized access or fraudulent attacks have not been immediately detected, thereby increasing the severity of the incident. Funds transferred to a fraudulent recipient are not always recoverable and the Company may be liable for those unrecovered funds. Losses resulting from unrecovered funds could result in a material adverse effect on the Company’s financial condition and results of operations.

Old Republic regularly monitors its networks, infrastructure and procedures in an effort to prevent, detect, address, and mitigate these risks. There is no assurance that the Company’s security procedures will provide fully effective protection from such events. A cyber incident or fraud attack could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Furthermore, Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as laws enacted by various regulatory organizations or exchanges relating to the privacy and security of the information of clients, employees, or others. These laws and regulations are increasing in complexity and number, change frequently, and sometimes conflict. The compromise of personal, confidential, or proprietary information could expose the Company to liability under federal and state laws, subject it to litigation and investigations, and result in reputational harm, which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The use by businesses, including the Company, of AI and machine learning technologies such as generative AI continues to develop with increasing complexity and changes in the nature of technology. Laws and regulations related to AI are evolving, and there is uncertainty as to potential adoption of new laws and regulations and the application of existing laws and regulations to the use of AI. Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as laws enacted by various regulatory organizations or exchanges relating to the use of AI. Certain decisions made by Old Republic’s businesses using AI must comply with the legal and regulatory standards that apply to these decisions, including unfair trade practice laws. These standards require, at a minimum, that decisions made by Old Republic’s businesses are not inaccurate, arbitrary, capricious, or unfairly discriminatory. Compliance with these standards is required regardless of the tools and methods Old Republic uses to make such decisions. In the absence of proper controls, AI has the potential to increase the risk of inaccurate, arbitrary, capricious, or unfairly discriminatory outcomes for consumers. The changing legislative and regulatory environment, an inability to develop appropriate governance and controls, or a lack of internal product or engineering expertise could lead to adverse consequences and subject the Company to competitive harm, legal liability, heightened regulatory scrutiny, and brand or reputational harm.

The Company may suffer losses from litigation, which could materially and adversely affect its financial condition and business operations.

Like other large insurance companies, Old Republic continually faces risks associated with litigation of various types, including claims litigation arising in the ordinary course, corporate litigation, and disputes relating to bad faith allegations. Any of this litigation could result in the Company incurring losses in excess of policy limits. The Company typically is a party to a variety of litigation matters throughout the year. Litigation is subject to inherent uncertainties, and if there were an outcome unfavorable to the Company, there exists the possibility of a material adverse impact on its results of operations and financial position in the period in which the outcome occurs. Even if an unfavorable outcome does not materialize, the Company still may face substantial expense and disruption associated with the litigation.

The Company competes with a large number of companies in the insurance industry for premium revenues.

Each of the Company's lines of continuing insurance business is highly competitive and is likely to remain so for the foreseeable future. The Company faces competition from insurance companies, underwriting agencies and intermediaries, as well as diversified financial services companies that are significantly larger than the Company and that have significantly greater financial, marketing, management, and other resources. The Company may also face competition from new sources of capital such as institutional investors seeking access to the insurance market, sometimes referred to as alternative capital, which may depress pricing or limit the Company’s opportunities to write business. The emergence of Insurtech companies and other companies that may seek to write business without the appropriate regard for risk and profitability may lead to increased competition for premiums. All of these increases in competition threaten to reduce demand for the Company’s insurance products, reduce its market share and growth prospects, and potentially reduce the Company’s premium revenues and profitability.

If the Company’s investments in new underwriting subsidiaries are unsuccessful, the Company’s expectations for top- and bottom-line growth may not be met.

A significant component of the Company’s growth strategy includes the successful investment in new specialized insurance businesses focused on specialty niches. The Company makes upfront investments to build these new ventures and additional expenditures are required to support them as they seek to grow to scale. These new underwriting subsidiaries may not meet the Company's growth and profitability targets, and given the start-up nature of these new businesses, there is a risk that the Company could suffer the loss of all or a significant portion of its capital investments.

In addition, these new businesses are exposed to risks and challenges that could cause the Company's overall growth projections to differ materially from expectations. These risks include, but are not limited to: the loss of one or more key employees, challenges in building new information technology (IT) systems and/or integrating new systems with existing IT systems, and difficulty in underwriting and managing exposures to new products and new markets, which may change the Company’s overall risk exposure. In addition, changing market conditions in these new business lines could also lead to growth and profitability expectations not being met. These challenges could negatively impact the Company's results in the near term, and if the investment in these subsidiaries is not successful, the Company’s results of operations and financial condition could be materially and adversely affected.

If the Company is unable to keep pace with the technological advancements in the insurance industry, its ability to compete effectively could be impaired.

The Company’s operations rely upon complex and expensive IT systems for interacting with policyholders, brokers, and other business partners. The pace at which IT systems must be upgraded is continually increasing, requiring an ongoing commitment of significant resources to maintain or upgrade to current standards. Many of the Company’s operating subsidiaries maintain separate IT systems. The Company will need to continue to develop and maintain IT systems that will allow its insurance subsidiaries to compete effectively. The development of new technologies, including the use of AI to facilitate the development of innovative products, improve consumer interface and service, simplify and automate processes, and promote efficiency and accuracy, may result in the Company being competitively disadvantaged if it is unable to upgrade its systems or deploy AI techniques across all stages of the insurance life cycle, including product development, underwriting and pricing, and claim management, in a timely manner. If the Company is unable to keep pace with the advancements being made in technology, the Company’s ability to compete with other insurance companies that have more advanced technological capabilities will be negatively affected. Further, if the Company is unable to effectively update or replace its key legacy IT systems as they become obsolete or as emerging technology renders them competitively inefficient, or is unable to develop appropriate governance and controls regarding the implementation of new IT systems or use of AI technologies, the Company’s competitive position and its cost structure could be adversely affected or subject the Company to legal liability, heightened regulatory scrutiny, and brand or reputational harm.

Old Republic is subject to extensive governmental regulation, and if the Company fails to comply with these regulations, it can be subject to penalties, including fines and suspensions, which may adversely affect the Company’s realization of its business objectives as well as its financial condition, results of operations, and reputation.

Most insurance regulations are designed to protect the interests of policyholders rather than shareholders and other investors. These regulations are generally administered by a department of insurance in each state and territory in which the Company does business, and relate to, among other things, policy forms, premium rates, capital requirements, licensing, investments, policy limits, accounting methods, and reserving.

State insurance departments also conduct periodic examinations of the conduct and affairs of insurance companies and require the filing of annual, quarterly, and other reports relating to financial condition, holding company issues, and other matters. At any given time, governmental agencies are examining or investigating certain of the Company’s operations. These include examinations or investigations of market conduct, competitive practices, and other regulatory compliance matters. Changes in the level of regulation of the insurance industry or changes in laws or regulations themselves or interpretations by governmental or regulatory authorities could adversely affect the Company’s ability to operate its business as currently conducted and adversely affect or inhibit Old Republic’s ability to achieve some or all of its business objectives.

Regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, the Company follows practices based on its interpretations of regulations or practices that it believes may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If the Company does not have the requisite licenses and approvals or does not comply with applicable regulatory requirements, insurance regulatory authorities could initiate investigations or other proceedings, fine the Company, preclude or temporarily suspend the Company from carrying on some or all of its activities, or otherwise penalize the Company. Any of these outcomes could adversely affect the Company’s ability to operate its business.

In addition to regulations specific to the insurance industry, as a public company, Old Republic is also subject to the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange, each of which regulate many areas such as financial and business disclosures, corporate governance, and shareholder matters. Old Republic is also subject to the corporation laws of Delaware, its state of incorporation. At the federal level, among other laws, the Company is subject to the Sarbanes-Oxley Act and the Dodd-Frank Act, each of which regulate corporate governance, executive compensation and other areas, as well as laws relating to federal trade restrictions, privacy/data security and terrorism risk insurance laws. The Company monitors these laws, regulations,

and rules to assess the Company’s compliance and make appropriate changes as necessary. Implementing such changes may require adjustments to the Company’s business methods, increases to its costs, and other changes that could cause the Company to be less competitive in the industry.

Climate change could have a material adverse effect on Old Republic’s business and investments.

Old Republic is primarily involved in the commercial liability, risk management, and title insurance businesses. The Company believes the impact of climate change will not materially affect its Title Insurance business as title insurance does not provide property or liability coverage, but rather protects against defects in title ownership. With regard to its liability insurance business, it is mostly concentrated in workers’ compensation and vehicle liability insurance. The Old Republic property and casualty insurance companies utilize recognized catastrophic modeling resources and reinsurance coverage to mitigate risk. Additionally, its underwriting risk is mostly subjected to re-pricing on an annual basis; therefore, to the extent that climate change may impact the number and severity of losses for Old Republic’s policyholders and clients, that impact would likely be long-term in nature and would be considered in Old Republic’s normal pricing and underwriting process.

As an insurance organization, Old Republic has a large investment portfolio of which a significant portion consists of fixed rate income investments that have an average term to maturity of under five years. While the Company believes its portfolio is well diversified, it has a significant amount invested in electric utilities and in the natural gas exploration and distribution industry. Many of these investments are for relatively short terms and some are for upgrading coal generation power plants to reduce emissions, for building or upgrading clean energy operations, natural gas or nuclear power plants, or for natural gas exploration, as well as other alternative energy initiatives that are pursued individually by these entities.

If climate change has a significant impact on a specific investment or bond issuer, or the economy in general, investment losses or reduction in premium and fee revenue could potentially occur. In that event, Old Republic would address such issues pursuant to sound business and investment practices.

While Old Republic believes it has taken a reasonable position on the risk of climate change, there can be no assurance that these assumptions or its policies and practices will be sufficient to insulate it from any long-term effects of climate change.

SPECIFIC RISKS RELATING TO SPECIALTY INSURANCE

Catastrophic losses, including those caused by natural disasters such as earthquakes or man-made events such as terrorist attacks, are inherently unpredictable and could cause the Company to suffer material financial losses.

While the Specialty Insurance segment does not have a meaningful exposure to personal lines insurance such as homeowners and private auto coverages, the property, casualty, or liability insurance it underwrites creates exposure to claims arising out of catastrophes. The two principal catastrophe exposures are natural catastrophes and acts of terrorism. As it relates to workers' compensation policies, the exposure is greatest in areas where there are large concentrations of employees of an insured employer or other individuals who could potentially be injured and assert claims against an insured under workers' compensation policies. Collateral damage to property or persons from acts of terrorism and other calamities could also expose general liability policies.

Following the September 11, 2001 terrorist attack, the reinsurance industry eliminated coverage from substantially all reinsurance contracts for claims arising from acts of terrorism. As discussed elsewhere in this report, the U.S. Congress subsequently passed the Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act (TRIPRA) legislation that requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies. Although these programs established a temporary federal reinsurance program through December 31, 2027, primary insurers like the Company’s Specialty Insurance subsidiaries retain significant exposure for terrorist act-related losses.

Additionally, the Company maintains treaty and facultative reinsurance coverage for property and workers' compensation exposures. Pursuant to regulatory requirements, however, primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Therefore, it is possible that in the event of a catastrophe such as an earthquake that could cause massive property damage or lead to the death or injury of a large number of persons concentrated in a single place, the Company could experience significant non-reinsured losses if the losses exceeded its reinsurance coverage, which could materially and adversely affect the Company’s financial condition and results of operations.

If the Company is not able to obtain reinsurance on favorable terms, its business, financial condition, and results of operations could be adversely affected.

Reinsurance is a contractual arrangement whereby one insurer (the reinsurer) assumes some or all of the risk exposure written by another insurer (the reinsured). The Company depends on reinsurance to manage its risks in terms of the amount of coverage it is able to write, the amount it is able to retain for its own account, and the price at which the Company is able to write it. The availability of reinsurance and its price, however, are generally determined in the reinsurance market by conditions beyond the Company’s control.

Because reinsurance does not relieve the Company of its primary liability to insureds in the event of a loss, the ability of reinsurers to honor their counterparty obligations to the Company represents credit risk. The Company attempts to mitigate this risk by limiting reinsurance placements to those reinsurers it considers creditworthy. In recent years, however, there has been an ever decreasing number of acceptable reinsurers. There can be no assurance that the Company will be able to find the desired or even adequate amounts of reinsurance at favorable rates from acceptable reinsurers in the future. If unable to do so, the Company would have greater exposure to catastrophic losses and be forced to reduce the volume of business written or retain increased amounts of liability exposure. In either case, a reduction or other changes in the Company’s reinsurance could adversely affect the Company's business, results of operations, and financial condition.

Losses due to defaults by insureds with which the Company has entered into risk-sharing arrangements could adversely affect its profitability.

A significant amount of Old Republic's liability and workers' compensation business, particularly for large commercial insureds, is written on the basis of risk-sharing underwriting methods. These methods may include the use of large deductibles, captive insurance risk retentions, or other arrangements by which the insureds effectively retain and fund all or a portion of the loss experience. An insured’s financial strength and ability to pay are carefully evaluated as part of the underwriting process and monitored periodically thereafter. In addition, the exposure retained by an insured is estimated and collateralized based on a credit analysis and evaluation. Because the Company is primarily liable for losses incurred under its policies, the failure or inability of insureds to honor their retained liability represents a credit risk. If the Company incorrectly estimates the proper amount of collateral or if there is an impediment to the Company's ability to access that collateral, it could have a material adverse effect on the Specialty Insurance segment’s results of operation and financial condition.

SPECIFIC RISKS RELATING TO TITLE INSURANCE

The Title Insurance segment’s products and services and claims experience may suffer as a result of deteriorations in the real estate market.

Demand for the products and services provided by the Title Insurance segment is generally dependent on the strength of the real estate market and the frequency of real estate transactions. If real estate market conditions and real estate values decline, the number of real estate transactions may decrease as a result of high or increasing mortgage interest rates and limited or decreasing availability of credit, including commercial and residential mortgage funding. Historically, increasing foreclosure activity has led to an increase in claims. These factors may adversely affect both net premiums and fees earned and profitability in the segment.

A significant portion of the Title Insurance segment’s business is generated by independent title agents. If this segment’s products and services become less attractive to these independent title agents, or if there is a decrease in the amount of title industry business placed by independent title agents, it could have a material adverse impact on this segment.

For the year ended December 31, 2024, approximately $2.0 billion or 77.0% of the Title Insurance segment’s consolidated premium and related fee income was produced by independent title agents. The other three large national title insurers generate a higher percentage of their business through employees or owned insurance agencies. Independent title agents can direct business to any title insurer, whereas owned agencies will typically direct business solely to their parent or affiliated title insurers. If the products and services provided by competitors are more attractive to independent title agents, or if the number of, or amount of business produced by, independent title agents decreases, the segment’s business may be adversely affected.

Because independent title agents issue a significant portion of the Title Insurance segment's policies and operate with substantial independence from the business, the independent operations of these title agents could adversely affect the financial condition and profitability of this segment.

The Title Insurance segment issues a significant portion of its policies through title agents that operate largely independently and without direct supervision. The independent agents typically perform title searches and examinations and make underwriting decisions for which the Title Insurance segment bears the risk. The activities of these independent title agents are governed by contract. While the Title Insurance business has policies to audit and monitor their activities, there is no guarantee that these title agents will fulfill their contractual obligations. For example, an independent agent may issue a policy that is in excess of contractual limits, or the independent title agent may not adhere to required underwriting standards. The Title Insurance segment’s contracts with agents generally limit an agent’s liability for losses. However, under certain circumstances, the segment may be liable to third parties for actions (including defalcations) or omissions of these agents. In certain states a title insurer may be held liable for the actions or omissions of its agents in those states, including instances in which the insurer has issued a closing protection letter, regardless of contractual limitations imposed on an agent’s actions. A closing protection letter indemnifies the lender and borrower against losses relating to the status of title arising from certain actions of the agent. As a result, the use of independent title agents could result in increased claims and other costs and expenses.

Regulation of title insurance rates could adversely affect the Title Insurance segment.

Title insurance rates are subject to extensive regulation, which varies from state to state. In many states the approval of the applicable state insurance regulator is required prior to implementing a rate change. These regulations

could hinder the Title Insurance segment’s ability to promptly adapt to changing market dynamics through price adjustments, which could adversely affect its results of operations, particularly in a rapidly declining market.

The Title Insurance segment’s business may be adversely affected by business or regulatory conditions that disproportionately affect Florida.

Florida is the largest source of revenue for the Title Insurance segment. In the aggregate in 2024, Florida accounted for approximately 24% of total segment consolidated premium and related fee income. As a result of the significant income derived from customers in this state, the Title Insurance segment is exposed to adverse business or regulatory conditions that significantly or disproportionally affect Florida. For example, a declining business climate or real estate market that is localized in Florida could have an adverse effect on the segment’s results of operations. Adverse regulatory developments, including reductions in rates or increased regulatory or capital requirements in Florida could similarly adversely affect the segment’s business, financial condition, and results of operations.

A title failure or other claim on a large commercial title policy could adversely affect the Title Insurance segment and the Company.

The Title Insurance segment’s commercial business involves the issuance of title policies on commercial properties. Policies insuring title on large commercial properties (or aggregations of many smaller properties) may have policy exposure extending into the hundreds of millions of dollars. Historically, the segment has not obtained reinsurance on its large commercial policies. Given the large policy limits, a significant loss on one of these policies could have a material adverse effect on the Title Insurance segment and the Company.

Item 1B - Unresolved Staff Comments

None

Item 1C - Cybersecurity

Old Republic depends upon technology-based information systems to conduct business. The Company uses computer systems and other electronic information resources, including both proprietary and third-party technology systems and tools, to process, transmit, receive, and store certain personal, confidential, and proprietary information; to communicate with customers, service providers, and other third parties by email and other electronic means; and perform various business operations, including transferring significant amounts of funds.

The Company’s systems and processes have been, and will likely remain, subject to cyber threats and cyber-attacks and other intrusions. These threats and attacks are occurring with greater frequency and sophistication, and include ransom attacks, unauthorized access, misuse, denial-of-service attacks, system failures and disruptions. While these cyber threats and attacks have not resulted in a material adverse effect on the Company, a future cyber incident involving breach of the Company’s information systems or the information systems of a third-party vendor or services provider could adversely affect the Company’s business strategy, results of operations or financial condition by exposing the Company to substantial costs and negative consequences, including the loss of funds, costs of investigation and remediation, lost revenues, and reputational damage.

Old Republic dedicates significant resources across the enterprise to regularly monitor its networks, infrastructure and procedures in an effort to prevent, detect, address and mitigate these risks. The Company’s Chief Information Security Officer (CISO) oversees the Company’s enterprise cybersecurity strategy while the Company’s Chief Executive Officer (CEO) retains primary responsibility for managing enterprise-wide risks, including those related to cybersecurity. The Company’s Board of Directors’ oversight responsibilities include ascertaining that appropriate policies and practices are in place for managing the identified risks faced by the enterprise, and, as discussed below, the Audit Committee of the Board of Directors has oversight authority over data protection and cybersecurity risk exposure, as well as the Company's practices and protocols for the use of AI. The Company’s CISO has more than 27 years of experience in the field of information technology and security, comprised of six years in the U.S. Defense Industry and 21 years in the civilian sector. The CISO has a bachelor’s degree in computer studies and is an EC-Council Certified Chief Information Security Officer, a member of ISACA (formerly known as the Information Systems and Audit and Control Association), a member of the Factor Analysis of Information Risk (FAIR) Institute risk management education committee, and holds membership on the governing bodies for the Evanta National CISO community and the Evanta Regional (Dallas, Texas) CISO community.

Each Old Republic operating subsidiary maintains its own security program based on its particular risk, applicable insurance industry requirements, and mandates and guidance from the CISO and enterprise-wide security advisory team. These programs encompass asset protection, threat identification, monitoring, timely response procedures, containment and recovery measures, and internal escalation procedures. An enterprise-wide information technology team consisting of a working group of information technology leaders representing all operating subsidiaries meets regularly for the review and monitoring of and updates to information security business processes due to significant changes in operating environments, statutory or regulatory changes or changing or emerging threats. Operating subsidiaries are required to report certain cyber incidents based on documented severity classification to the enterprise-wide information technology team. This team consists of key information technology personnel, including the CISO and the Chief Information Officer (CIO). They are responsible for overseeing incident response and escalation to the Company’s General Counsel and Chief Financial Officer (CFO) when necessary. As part of the Company’s overall risk management strategy, the General Counsel, CFO, and CIO, in consultation with the CEO,

navigate escalated incidents for law enforcement and other external engagements and assess the impact and materiality of such incidents on the Company’s enterprise-wide business.

While exact practices vary depending on each operating subsidiary’s particular business and risk, risk assessments performed at the enterprise and subsidiary levels generally incorporate threat and vulnerability analyses and consider mitigations provided by in-place security controls. These procedures are intended to identify and assess internal and external cybersecurity risks that may threaten the security or integrity of nonpublic information stored on the Company’s information systems by use of defensive infrastructure and the implementation of policies and procedures to protect the Company’s information systems from unauthorized access, use or other malicious acts.

When engaging third-party vendors, operating subsidiaries are directed to use cybersecurity screening and risk assessment measures and to include appropriate data security privacy terms and conditions in vendor agreements, including, as necessary for certain vendors, a duty to report certain security incidents to the Company’s information technology team. Third-party engagement procedures generally include (1) the identification and risk assessment of third-party service providers; (2) minimum cybersecurity practices required to be met by such third-party service providers in order for them to do business with the Company; (3) due diligence processes used to evaluate the adequacy of cybersecurity practices of such third-party service providers; and (4) periodic assessment of such third-party service providers based on the risk they present and the continued adequacy of their cybersecurity practices.

Third-party cybersecurity consultants are periodically retained by the Company to conduct targeted security control assessments, and to review the Company’s security policies, standards, procedures, and controls, when applicable. Annual third-party penetration testing is used to simulate cyber-attacks and to identify potential vulnerabilities. The Company subscribes to paid third-party threat intelligence services that provide real-time information on emerging threats. The Company engages security partners to provide advisory services related to security technologies and practices.

At the holding company level, Old Republic employs security awareness and training initiatives to inform associates about their role in cybersecurity risk mitigation.

The Audit Committee of the Company’s Board of Directors has oversight authority to review the Company’s data protection and cybersecurity risk exposure and the steps management has taken to assess and respond to the overall threat landscape, including the strategy management implemented to mitigate the Company’s cyber risk exposure. The CISO and CIO report to the Audit Committee on current data protection and cybersecurity matters quarterly, and as may otherwise be needed. The CISO is authorized to report directly to the Audit Committee on the Company’s security program and status of cybersecurity risk management efforts. The Chair of the Audit Committee reports these matters, as appropriate, to the Board of Directors.

Item 2 - Properties

The principal executive offices of the Company are located in the Company-owned Old Republic Building in Chicago, Illinois. Certain smaller buildings are owned by Old Republic and its subsidiaries in various parts of the nation and are primarily used for its business. Other operations of the Company and its subsidiaries are directed from leased premises. See Note 14 in the Notes to Consolidated Financial Statements for a summary of all material lease obligations.

Item 3 - Legal Proceedings

Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. At December 31, 2024, the Company had no material non-claim litigation exposures in its consolidated business.

Item 4 - Mine Safety Disclosures

Not applicable.

Item 5 - Market for the Registrant's Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities

The Company's common stock is traded on the New York Stock Exchange under the symbol "ORI." As of January 31, 2025, there were 1,847 registered holders of the Company's common stock. See Note 12 in the Notes to Consolidated Financial Statements for a description of certain regulatory restrictions on the payment of dividends by Old Republic's insurance subsidiaries.

Comparative Five-Year Performance Graphs for Common Stock

The following table, prepared on the basis of market and related data furnished by Standard & Poor's (S&P) Total Return Service, reflects total market return data for the most recent five calendar years ended December 31, 2024. For purposes of the presentation, the information is shown in terms of $100 invested at the close of trading on the last trading day preceding the first day of the fifth preceding year. The $100 investment is deemed to have been made either in Old Republic Common Stock, in the S&P 500 Index of common stocks, or in an aggregate of the common shares of the Peer Group of publicly held insurance businesses selected by Old Republic. The cumulative total return assumes reinvestment of cash dividends on a pretax basis. The information utilized to prepare the following table has been obtained from sources believed to be reliable, but no representation is made that it is accurate or complete in all respects.

Comparison of Five-Year Total Market Return

OLD REPUBLIC INTERNATIONAL CORPORATION vs. S&P 500 vs. Peer Group

(For the five years ended December 31, 2024)

	Dec. 2019		Dec. 2020		Dec. 2021		Dec. 2022		Dec. 2023		Dec. 2024
ORI	$	100.00	$	92.36	$	133.84	$	142.78	$	180.36	$	229.23
S&P 500	100.00		118.40		152.39		124.79		157.59		197.02
Peer Group	100.00		92.69		124.70		138.20		147.60		182.62

The Peer Group has been approved by the Compensation Committee of the Company's Board of Directors and consists of the following publicly held corporations with which the Company competes in various regards: American Financial Group, Inc., American International Group, Inc., W.R. Berkley Corporation, Chubb Limited, Cincinnati Financial Corporation, CNA Financial Corporation, Fidelity National Financial, Inc., First American Financial Corporation, The Hartford Financial Services Group, Inc., Stewart Information Services Corporation, and The Travelers Companies, Inc.

Purchase of Equity Securities

The following table summarizes share repurchase activity for the three months ended December 31, 2024:

Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan
October 1 - October 31, 2024	1,455,394	$	35.17	1,455,394	$	355.9
November 1 - November 30, 2024	2,958,715	$	36.92	2,958,715	$	245.6
December 1 - December 31, 2024	364,800	$	38.37	364,800	$	231.4
Total	4,778,909	$	36.50	4,778,909	$	231.4

__________

(a) On March 1, 2024, the Company announced a share repurchase program authorizing the repurchase of up to $1.1 billion in shares of the Company's common stock. The repurchase program was intended to comply with Rule 10b-18 and had no expiration date, did not require the purchase of any minimum number of shares, and could be suspended, modified, or discontinued at any time without prior notice. Following the close of the year and through February 19, 2025, the Company repurchased 0.7 million additional shares for $25.5 (average price of $34.57).

Item 7 - Management Analysis of Financial Position and Results of Operations

($ in Millions, Except Share Data)

OVERVIEW

This management analysis of financial position and results of operations pertains to the consolidated accounts of Old Republic International Corporation ("Old Republic", "ORI", or "the Company"). The Company conducts its operations through a number of regulated insurance company subsidiaries organized into two reportable segments: Specialty Insurance (formerly referred to as General Insurance) and Title Insurance. Effective as of year-end 2024, the Company renamed its reportable segment formerly referred to as "General Insurance" to "Specialty Insurance." Management believes this name more appropriately reflects Old Republic's specialty P&C strategy, with 17 underwriting businesses focused on unique niche markets with specialized distribution, underwriting, claims, and risk control models. The Republic Financial Indemnity Group (RFIG) Run-off business through the effective date of its sale of May 31, 2024 (see Note 2 in the Notes to Consolidated Financial Statements for further discussion) and a small life and accident insurance business together accounting for 0.3% of consolidated operating revenues for the year ended December 31, 2024, and 0.5% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.

The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). As a publicly held company, Old Republic utilizes GAAP to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). From time to time the FASB and the SEC issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.

As a state regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices generally reflect greater conservatism and comparability among insurers and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of Federal income taxes payable currently among ORI's tax-consolidated entities, and the upstreaming of dividends and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements.

This management analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.

EXECUTIVE SUMMARY

Commentary within this Executive Summary provides management’s high level overview with a focus on current period results as compared to the immediately preceding year. For additional detail on these trends and all comparative year periods presented, refer to the detailed management analysis that follows.

Old Republic International Corporation reported the following consolidated results for the year ended December 31, 2024:

•Net income per diluted share of $3.24, compared to $2.10 last year.

•Net operating income (net income excluding investment gains or losses) per diluted share of $3.03, compared to $2.63 last year.

•Consolidated pretax operating income of $999.8, compared to $938.4 last year.

•Consolidated net premiums and fees earned increased 9.0%.

•Net investment income increased 16.4%.

•Consolidated combined ratio of 93.9%, compared to 92.6% last year.

•Favorable loss reserve development of 2.2 points, compared to 4.6 points last year.

•Total capital returned to shareholders of $1,708.

•Book value per share of $22.84, which inclusive of dividends declared (including a special cash dividend of $2.00 per share), was up 11.1% since year-end 2023.

OVERALL RESULTS
Years Ended December 31:	2024			2023			2022
Pretax income	$	1,069.7		$	747.4		$	857.4
Pretax investment gains (losses)	69.9			(190.9)			(201.1)
Pretax income excluding investment gains (losses)	$	999.8		$	938.4		$	1,058.6
Net income	$	852.7		$	598.6		$	686.4
Net of tax investment gains (losses)	55.7			(150.8)			(158.6)
Net income excluding investment gains (losses)	$	797.0		$	749.5		$	845.1
Combined ratio	93.9		%	92.6		%	91.0		%
PER DILUTED SHARE
Years Ended December 31:	2024			2023			2022
Net income	$	3.24		$	2.10		$	2.26
Net of tax investment gains (losses)	0.21			(0.53)			(0.53)
Net income excluding investment gains (losses)	$	3.03		$	2.63		$	2.79
SHAREHOLDERS' EQUITY (BOOK VALUE)
December 31:				2024			2023
Total				$	5,618.9		$	6,410.7
Per common share				$	22.84		$	23.31

Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the insurance underwriting subsidiaries' obligations. Therefore, the evaluation of periodic and long-term results excludes consideration of all investment gains (losses). Under GAAP, however, net income, inclusive of investment gains (losses), is the measure of total profitability.

In management's opinion, the focus on income excluding investment gains (losses), also described herein as operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.

FINANCIAL HIGHLIGHTS
							% Change
							2024		2023
Years Ended December 31:	2024		2023		2022		vs. 2023		vs. 2022
SUMMARY INCOME STATEMENTS:
Revenues:
Net premiums and fees earned	$	7,310.8	$	6,707.7	$	7,675.3	9.0	%	(12.6)	%
Net investment income	673.1		578.3		459.5		16.4		25.8
Other income	177.6		163.1		149.9		8.9		8.8
Total operating revenues	8,161.6		7,449.3		8,284.9		9.6		(10.1)
Net investment gains (losses):
Realized from actual transactions and impairments	94.3		(21.4)		62.2
Realized from sale of mortgage insurance business	(5.4)		(45.6)		—
Unrealized from changes in fair value of equity securities	(18.9)		(123.9)		(263.4)
Total net investment gains (losses)	69.9		(190.9)		(201.1)
Total revenues	8,231.5		7,258.3		8,083.7
Operating expenses:
Loss and loss adjustment expenses	3,048.0		2,596.6		2,440.2		17.4		6.4
Underwriting, acquisition, and other expenses	4,036.4		3,843.6		4,719.2		5.0		(18.6)
Interest and other expenses	77.3		70.5		66.7		9.6		5.7
Total expenses	7,161.7		6,510.8		7,226.3		10.0	%	(9.9)	%
Pretax income	1,069.7		747.4		857.4
Income taxes	216.9		148.7		170.9
Net income	$	852.7	$	598.6	$	686.4
COMMON STOCK STATISTICS:
Components of net income per share:
Basic net income excluding investment gains (losses)	$	3.09	$	2.65	$	2.80	16.6	%	(5.4)	%
Net investment gains (losses):
Realized investment gains (losses)	0.27		(0.19)		0.17
Unrealized from changes in fair value of equity securities	(0.06)		(0.34)		(0.69)
Basic net income	$	3.30	$	2.12	$	2.28
Diluted net income excluding investment gains (losses)	$	3.03	$	2.63	$	2.79	15.2	%	(5.7)	%
Net investment gains (losses):
Realized investment gains (losses)	0.27		(0.19)		0.16
Unrealized from changes in fair value of equity securities	(0.06)		(0.34)		(0.69)
Diluted net income	$	3.24	$	2.10	$	2.26
Cash dividends declared on common stock	$	3.06	$	0.98	$	1.92

The information presented in the following table highlights the most meaningful indicators of ORI's segmented and consolidated financial performance. The information underscores the performance of the Company's underwriting subsidiaries, as well as the sound investment of their capital and underwriting cash flows.

	Sources of Consolidated Income
										2024		2023
Years Ended December 31:	2024			2023			2022			vs. 2023		vs. 2022
Net premiums and fees earned:
Specialty Insurance	$	4,677.0		$	4,119.2		$	3,808.6		13.5	%	8.2	%
Title Insurance	2,619.1			2,562.8			3,833.8			2.2		(33.2)
Corporate & Other	14.6			25.6			32.9			(42.8)		(22.1)
Consolidated	$	7,310.8		$	6,707.7		$	7,675.3		9.0	%	(12.6)	%
Underwriting income (loss): (a)
Specialty Insurance	$	364.0		$	406.0		$	400.9		(10.3)	%	1.3	%
Title Insurance	79.7			75.4			261.3			5.7		(71.1)
Corporate & Other	(39.8)			(50.8)			3.5			21.8		N/M
Consolidated	$	404.0		$	430.6		$	665.8		(6.2)	%	(35.3)	%
Consolidated combined ratio:
Loss ratio:
Current year	43.9		%	43.3		%	35.5		%
Prior years	(2.2)			(4.6)			(3.7)
Total	41.7			38.7			31.8
Expense ratio	52.2			53.9			59.2
Combined ratio	93.9		%	92.6		%	91.0		%
Net investment income:
Specialty Insurance	$	546.5		$	462.7		$	358.0		18.1	%	29.3	%
Title Insurance	63.2			57.0			47.9			10.8		18.9
Corporate & Other	63.3			58.5			53.5			8.2		9.2
Consolidated	$	673.1		$	578.3		$	459.5		16.4	%	25.8	%
Interest and other expenses (income):
Specialty Insurance	$	62.3		$	80.9		$	69.1
Title Insurance	(1.1)			(1.0)			0.4
Corporate & Other (b)	16.1			(9.3)			(2.8)
Consolidated	$	77.3		$	70.5		$	66.7		9.6	%	5.7	%
Pretax income excluding investment gains (losses):
excluding investment gains:
Specialty Insurance	$	848.3		$	787.8		$	689.8		7.7	%	14.2	%
Title Insurance	144.1			133.5			308.8			7.9		(56.7)
Corporate & Other	7.3			16.9			59.9			(56.5)		(71.7)
Consolidated	999.8			938.4			1,058.6			6.5	%	(11.4)	%
Income taxes	202.7			188.8			213.4
Net income excluding investment
gains (losses)	797.0			749.5			845.1			6.3	%	(11.3)	%
Consolidated pretax investment gains (losses):
Realized from actual transactions and impairments	94.3			(21.4)			62.2
Realized from sale of mortgage insurance business	(5.4)			(45.6)			—
Unrealized from changes in fair value of equity securities	(18.9)			(123.9)			(263.4)
Total	69.9			(190.9)			(201.1)
Income taxes (credits)	14.2			(40.0)			(42.5)
Net of tax investment gains (losses)	55.7			(150.8)			(158.6)
Net income	$	852.7		$	598.6		$	686.4

(a) Includes insurance-related services.

(b) Includes consolidation/elimination entries.

| Specialty Insurance Segment Operating Results | | --- || | | | | | | | | | | | % Change | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | 2024 | | 2023 | | | Years Ended December 31: | | 2024 | | | 2023 | | | 2022 | | | vs. 2023 | | vs. 2022 | | | 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 | | | Net investment income | | 546.5 | | | 462.7 | | | 358.0 | | | 18.1 | | 29.3 | | | Other income | | 177.0 | | | 162.2 | | | 148.9 | | | 9.1 | | 8.9 | | | Operating revenues | | 5,400.6 | | | 4,744.3 | | | 4,315.6 | | | 13.8 | | 9.9 | | | Loss and loss adjustment expenses | | 2,999.1 | | | 2,553.3 | | | 2,364.6 | | | 17.5 | | 8.0 | | | Underwriting, acquisition, and other expenses | | 1,490.8 | | | 1,322.2 | | | 1,192.0 | | | 12.7 | | 10.9 | | | Interest and other expenses | | 62.3 | | | 80.9 | | | 69.1 | | | (22.9) | | 17.0 | | | Operating expenses | | 4,552.3 | | | 3,956.4 | | | 3,625.8 | | | 15.1 | | 9.1 | | | Segment pretax operating income | | $ | 848.3 | | $ | 787.8 | | $ | 689.8 | | 7.7 | % | 14.2 | % | | 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 net premiums earned increased 13.5% in 2024, driven by a combination of premium rate increases, high renewal retention ratios, and new business production. The growth includes contributions from recently established insurance underwriting subsidiaries, including Old Republic Accident & Health's first premium production coming in the fourth quarter. Premium growth was most pronounced within commercial auto, property, and general liability. Public directors and officers (D&O) and transactional risk premiums (included within financial indemnity) declined throughout the year, largely due to market conditions and exiting the transactional risk business that produced $19.4 of net premiums earned in 2024. Commercial auto, general liability, and property continued to achieve strong rate increases, while rate declines continued in public D&O and workers' compensation.

The net investment income increase was primarily driven by higher investment yields earned, along with contributions from a higher invested asset base.

Overall, the 2024 loss ratios for Specialty Insurance reflect favorable prior year loss reserve development coming predominately from workers' compensation, commercial auto, and property coverages, however to a lesser degree than the levels experienced in 2023 and 2022. The 2024 favorable development was partially offset by unfavorable development from general liability and transactional risk. The current year loss ratio improved due primarily to favorable trends in workers' compensation and commercial auto. The expense ratios are in line with expectations and generally reflect the benefit from scale, offset by costs incurred to start-up new underwriting subsidiaries and invest in information technology.

Together, these factors produced highly profitable combined ratios and strong pretax operating income for 2024. For Specialty Insurance, we target combined ratios between 90% and 95% over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly given the long claim payment patterns associated with the business.

| Title Insurance Segment Operating Results | | --- || | | | | | | | | | | | % Change | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | | | 2024 | | 2023 | | | Years Ended December 31: | | 2024 | | | 2023 | | | 2022 | | | vs. 2023 | | vs. 2022 | | | Net premiums and fees earned | | $ | 2,619.1 | | $ | 2,562.8 | | $ | 3,833.8 | | 2.2 | % | (33.2) | % | | Net investment income | | 63.2 | | | 57.0 | | | 47.9 | | | 10.8 | | 18.9 | | | Other income | | 0.6 | | | 0.7 | | | 0.9 | | | (18.1) | | (15.4) | | | Operating revenues | | 2,682.9 | | | 2,620.6 | | | 3,882.7 | | | 2.4 | | (32.5) | | | Loss and loss adjustment expenses | | 46.1 | | | 48.7 | | | 89.1 | | | (5.4) | | (45.3) | | | Underwriting, acquisition, and other expenses | | 2,493.8 | | | 2,439.3 | | | 3,484.2 | | | 2.2 | | (30.0) | | | Interest and other expenses (income) | | (1.1) | | | (1.0) | | | 0.4 | | | (11.3) | | N/M | | | Operating expenses | | 2,538.8 | | | 2,487.0 | | | 3,573.8 | | | 2.1 | | (30.4) | | | Segment pretax operating income | | $ | 144.1 | | $ | 133.5 | | $ | 308.8 | | 7.9 | % | (56.7) | % | | Loss ratio: | | | | | | | | | | | | | | | | | Current year | 3.4 | | % | 3.7 | | % | 3.6 | | % | | | | | | | Prior years | (1.6) | | | (1.8) | | | (1.3) | | | | | | | | | Total | 1.8 | | | 1.9 | | | 2.3 | | | | | | | | Expense ratio | | 95.2 | | | 95.2 | | | 90.9 | | | | | | | | | Combined ratio | 97.0 | | % | 97.1 | | % | 93.2 | | % | | | | |

Net investment income increased, reflecting higher investment yields earned partially offset by a lower invested asset base.

The loss ratios for Title Insurance reflect relatively consistent levels of favorable prior year loss reserve development in 2024 and 2023. For 2024, the current year loss ratio improved, driven by favorable claim trends.

Title Insurance expense ratios reflect the impact of a $17.2 state sales tax assessment paid and expensed in the fourth quarter of 2022 and subsequently recovered and taken into income in 2023. The assessment increased the 2022 expense ratio by 0.5 percentage points, and its recovery reduced the 2023 expense ratio by 0.7 percentage points. Excluding the impacts of the sales tax assessment, the expense ratios improved as a result of expense management and scale, most notably in the segment's direct operations.

Together, these factors produced higher pretax operating income for 2024.

| Corporate & Other Operating Results | | --- || | | | | | | | % Change | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | 2024 | | 2023 | | | Years Ended December 31: | 2024 | | 2023 | | 2022 | | vs. 2023 | | vs. 2022 | | | Net premiums earned | $ | 14.6 | $ | 25.6 | $ | 32.9 | (42.8) | % | (22.1) | % | | Net investment income | 63.3 | | 58.5 | | 53.5 | | 8.2 | | 9.2 | | | Operating revenues | 77.9 | | 84.2 | | 86.5 | | (7.5) | | (2.7) | | | Benefits, loss and loss adjustment expenses | 2.6 | | (5.4) | | (13.4) | | 149.4 | | 59.6 | | | Insurance expenses | 7.6 | | 16.1 | | 15.6 | | (52.3) | | 3.0 | | | Corporate, interest, and other expenses - net | 60.1 | | 56.6 | | 24.4 | | 6.3 | | 131.7 | | | Operating expenses | 70.5 | | 67.3 | | 26.6 | | 4.8 | | 152.8 | | | Corporate & Other pretax operating income | $ | 7.3 | $ | 16.9 | $ | 59.9 | (56.5) | % | (71.7) | % |

Corporate & Other includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments. Corporate & Other tends to produce highly variable results stemming from volatility inherent in the lack of scale. Net investment income in 2024 reflects the impact of higher investment yields earned, offset slightly by a declining invested asset base which was impacted by share repurchase activity, the sale of the RFIG Run-off business, and the timing of debt issuance and repayment activity. Corporate expenses in 2024 reflect an increase in interest costs associated with the 5.750% Senior Notes issued in March 2024. In addition, 2023 expenses include a one-time charge of $10.7 relating to changes in the structure of a company benefit plan.

Investments

As of December 31, 2024, the consolidated investment portfolio reflected an allocation of approximately 84% to fixed income securities (bonds and notes) and short-term investments, and 16% to equity securities (common and preferred stock). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits among the insurance underwriting subsidiaries. The realized investment gains recognized during 2024 are reflective of these initiatives, along with tax planning and interest rate environment considerations. The fixed income portfolio continues to be the anchor for the insurance underwriting subsidiaries' obligations. The maturities of the fixed income securities are matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.

Old Republic’s investment portfolio is focused on ensuring solid funding of the insurance underwriting subsidiaries' obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. Old Republic performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the Company's financial strength.

Shareholders' Equity Per Share

Changes in shareholders' equity per share are reflected in the following table. As shown, these changes resulted mostly from net operating income, realized and unrealized investment gains (losses), and dividends to shareholders declared during the year.

	Shareholders' Equity Per Share
	December 31,
	2024			2023			2022
Beginning balance	$	23.31		$	21.07		$	22.77
Changes in shareholders' equity:
Net income excluding net investment gains (losses)	3.09			2.65			2.80
Net of tax realized investment gains (losses)	0.27			(0.19)			0.17
Net of tax unrealized investment gains (losses):
Fixed income securities	0.12			1.31			(2.18)
Equity securities	(0.06)			(0.34)			(0.69)
Total net of tax realized and unrealized
investment gains (losses)	0.33			0.78			(2.70)
Cash dividends	(3.06)			(0.98)			(1.92)
Other - net	(0.83)			(0.21)			0.12
Net change	(0.47)			2.24			(1.70)
Ending balance	$	22.84		$	23.31		$	21.07
Percentage change for the period	(2.0)		%	10.6		%	(7.5)		%
Percentage change for the period, inclusive of cash dividends	11.1		%	15.3		%	0.9		%

Total capital returned to shareholders during 2024 was $1,708, comprised of $766 in dividends, and $942 in share repurchases. Changes in shareholders' equity per share for 2024 and 2022 include the impact of special cash dividends of $2.00 per share in December 2024 (paid on January 15, 2025) and $1.00 per share in August 2022 (paid on September 15, 2022).

DETAILED MANAGEMENT ANALYSIS

This section of the Management Analysis of Financial Position and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.

RESULTS OF OPERATIONS
Consolidated Overview
---
Premiums & Fees
---

The major sources of Old Republic's consolidated net earned premiums and fees for the periods shown were as follows:

	Net Earned Premiums and Fees
Years Ended December 31:	2024			2023			2022
Specialty Insurance	$	4,677.0		$	4,119.2		$	3,808.6
Title Insurance	2,619.1			2,562.8			3,833.8
Corporate & Other	14.6			25.6			32.9
Total	$	7,310.8		$	6,707.7		$	7,675.3
Percentage change from prior period	9.0		%	(12.6)		%	(4.1)		%

For 2024, consolidated net premiums and fees earned increased 9.0%, resulting from strong growth in Specialty Insurance, and growth in Title Insurance. For 2023, consolidated net premiums and fees earned decreased 12.6% due to a decline in Title Insurance net premiums and fees partially offset by strong growth in Specialty Insurance.

Net Investment Income

The following tables reflect the invested asset bases as of the indicated dates, the investment income earned and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets.

	Invested Assets at Book Value								Fair<br>Value<br>Adjust-<br>ment		Invested<br>Assets at Fair Value
	Specialty Insurance		Title Insurance		Corporate<br>& Other		Total
As of December 31:
2023	$	12,030.5	$	1,350.2	$	1,463.8	$	14,844.5	$	1,023.1	$	15,867.7
2024	$	12,489.8	$	1,334.2	$	1,211.1	$	15,035.1	$	1,043.8	$	16,079.0
	Net Investment Income								Yield at
---	---	---	---	---	---	---	---	---	---	---	---	---
	Specialty Insurance		Title Insurance		Corporate<br>& Other		Total		Book Value		Fair<br>Value
Years Ended
December 31:
2022	$	358.0	$	47.9	$	53.5	$	459.5	3.07	%	2.83	%
2023	462.7		57.0		58.5		578.3		3.82		3.62
2024	$	546.5	$	63.2	$	63.3	$	673.1	4.47	%	4.18	%

Net investment income increased 16.4% in 2024 and 25.8% in 2023, driven by higher investment yields. During 2024, the Company reinvested in corporate fixed income securities with an average yield of 4.8% compared to an average book yield on disposals of 3.5%.

Loss and Loss Adjustment Expenses

Total loss costs are affected by the amount of paid claims and the adequacy of reserve estimates established for current and prior years' claim occurrences at each balance sheet date.

The following table shows a breakdown of gross and net of reinsurance loss reserve estimates for major types of insurance coverages as of December 31, 2024 and 2023:

			Loss and Loss Adjustment Expense Reserves
December 31:			2024						2023
			Gross			Net			Gross			Net
Workers' compensation			$	4,653.0		$	2,604.5		$	4,723.5		$	2,725.3
Commercial auto			4,288.6			1,993.2			3,492.8			1,808.4
General liability			1,763.5			817.0			1,518.8			705.5
Financial indemnity			926.6			715.2			873.7			652.7
Other coverages			1,206.1			903.2			1,016.5			759.8
Unallocated loss adjustment expense reserves			308.1			308.1			303.3			303.3
		Total Specialty Insurance reserves	13,146.2			7,341.5			11,928.9			6,955.2
Title Insurance			572.7			572.7			598.5			598.5
Life and accident			8.8			6.4			10.7			6.6
		Total loss and loss adjustment expense reserves	$	13,727.7		$	7,920.6		$	12,538.2		$	7,560.4
Asbestosis and environmental loss reserves included
	in the above Specialty Insurance reserves:
		Amount	$	167.6		$	106.5		$	130.6		$	87.5
		% of total Specialty Insurance reserves	1.3		%	1.5		%	1.1		%	1.3		%

A summary of changes in aggregate reserves for loss and loss adjustment expenses is included in Note 5 in the Notes to Consolidated Financial Statements.

The percentage of net loss and loss adjustment 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:	2024		2023		2022
Specialty Insurance	64.1	%	62.0	%	62.1	%
Title Insurance	1.8		1.9		2.3
Consolidated loss ratio	41.7	%	38.7	%	31.8	%
Reconciliation of consolidated loss ratio:
Provision for insured events of the current year	43.9	%	43.3	%	35.5	%
Change in provision for insured events of prior years:
Net favorable development	(2.2)		(4.6)		(3.7)
Consolidated loss ratio	41.7	%	38.7	%	31.8	%

The increases in the consolidated loss and loss adjustment expense ratios for the periods presented above are impacted by the shift in mix with Specialty Insurance contributing more to the total in more recent periods. Additionally, the 2024 ratios were also affected by improving current year loss ratios that were more than offset by lower levels of favorable prior year loss reserve development within Specialty Insurance.

For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments in 2024, 2023, and 2022, which on average decreased the consolidated loss ratio by 3.5 percentage points. Specialty Insurance experienced favorable development in 2024, but to a lesser degree than the high levels experienced in 2023 and 2022. Favorable development in Specialty Insurance continues within workers’ compensation, commercial auto, and property lines of coverage. Title Insurance experienced relatively consistent levels of favorable development as a percentage of net premiums and fees earned in 2024 compared to 2023.

Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial position, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.

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. To a significant degree, expense ratios for both the Specialty and Title Insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income and can fluctuate with line of coverage mix. General operating expenses are routinely subject to timing as well as investments in business expansion and information technology. The decreases in the consolidated expense ratios for the periods presented in the table above are impacted by the shift in mix with Specialty Insurance contributing more to the total. The ratios also reflect the benefit from scale, offset by costs incurred to start-up new underwriting subsidiaries and invest in information technology.

Combined Ratios

The combined ratios of the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:

Years Ended December 31:	2024		2023		2022
Specialty Insurance	92.2	%	90.2	%	89.5	%
Title Insurance	97.0		97.1		93.2
Consolidated	93.9	%	92.6	%	91.0	%
Net Investment Gains (Losses)
---

The Company's investment policies are designed to produce a stable source of income from interest and dividends, support the protection of capital, and provide sufficient liquidity to meet insurance underwriting and other obligations as they become payable in the future.

The following table reflects the composition of net investment gains or losses for the periods shown.

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. 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. Sales activity within the fixed income portfolio allowed the Company to increase its book yield on that portfolio quicker than anticipated, taking full advantage of the current interest rate environment, in a tax efficient manner.

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.

During 2022, the Company rebalanced the investment portfolio by reducing equity security holdings and increasing fixed income holdings as reinvestment rates began to materially improve. 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.

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.

Income Taxes

The effective consolidated income tax rates were 20.3%, 19.9%, and 19.9% in 2024, 2023, and 2022, respectively. The rates for each year reflect primarily the varying proportions of pretax operating income derived from partially tax preferred investment income (principally tax-exempt interest and dividend income).

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.

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:	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. The growth includes contributions from recently established insurance underwriting subsidiaries, including Old Republic Accident & Health's first premium production coming in the fourth quarter. Premium growth was most pronounced within commercial auto, property, and general liability. 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. Commercial auto, general liability, and property continued to achieve strong rate increases, while rate declines continued in public D&O and workers' compensation. Investments in new underwriting subsidiaries have contributed, and are expected to continue to contribute, to the Company's production of lines outside of commercial auto and workers' compensation.

Specialty Insurance net premiums earned increased 8.2% for 2023, also driven by a combination of premium rate increases, high renewal retention ratios, and new business production. Premium growth occurred across most lines of coverage and was most pronounced within commercial auto, property, and general liability, partially offset by declines in public D&O and home warranty. Commercial auto, general liability and property achieved strong rate increases while there were rate declines in public D&O and workers' compensation.

Loss and Loss Adjustment Expenses

The percentage of net loss and loss adjustment expenses measured against premiums earned by major types of insurance coverage were as follows:

	Specialty Insurance Loss Ratios by Type of Coverage
Years Ended December 31:	2024		2023		2022
Commercial auto	72.4	%	71.5	%	66.6	%
Workers' compensation	48.0		41.4		45.9
Property	53.2		61.0		65.4
Financial indemnity	63.9		48.2		67.0
General liability	72.9		76.0		71.6
Home and auto warranty	58.2		65.5		66.9
Other coverages	73.1		65.9		60.4
All coverages	64.1	%	62.0	%	62.1	%

Net favorable reserve development came primarily from:

•workers’ compensation (favorable development predominantly from accident years 2012-2019, partially offset by unfavorable development predominantly from years prior to 2011, 2022, and 2023);

•commercial auto (favorable development predominantly from accident years 2017-2022, partially offset by unfavorable development from 2023); and

•property, which includes commercial multi-peril (favorable development predominantly from accident years 2016-2019 and 2023).

Net unfavorable reserve development came primarily from:

•general liability, which includes excess coverages, at a relatively consistent level with 2023; and

The 2023 favorable development was largely attributable to workers' compensation and commercial auto, offset by general liability. In 2022, the property loss ratio was elevated primarily due to the impacts of Hurricane Ian,

impacted by reinstatement premiums of $16.6 and losses based on the Company's estimated $10.0 net retention, and the financial indemnity loss ratio reflected an elevated level of security class action claims on public D&O from accident years 2018 and 2019.

Unfavorable asbestosis and environmental (A&E) claim developments included in the general liability coverages above are typically attributable to periodic re-evaluations of such reserves as well as subsequent reclassifications of other coverages' reserves, most often workers' compensation, deemed assignable to the A&E category of losses. Except for a small portion that emanates from ongoing primary insurance operations, a large majority of the A&E claim reserves posted by Old Republic stem mainly from its participations in assumed reinsurance treaties and insurance pools which were discontinued during the 1980's and have since been in run-off status. With respect to the primary portion of gross A&E reserves, Old Republic administers the related claims through its claims personnel as well as outside attorneys, and posted reserves reflect its best estimates of ultimate claim costs. Claims administration for the assumed portion of the Company's A&E exposures is handled by the claims departments of unaffiliated primary or ceding reinsurance companies. While the Company performs periodic reviews of certain claim files managed by third parties, the overall A&E reserves it establishes respond to the paid claim and case reserve activity reported to the Company as well as available industry statistical data such as survival ratios. Such ratios represent the number of years' average paid losses for the three or five most recent calendar years that are encompassed by an insurer's A&E reserve level at any point in time. According to this analysis of an insurer's A&E loss reserve level, Old Republic's average five-year paid loss survival ratios stood at 8.3 years (gross) and 8.4 years (net of reinsurance) as of December 31, 2024, and 6.6 years (gross) and 7.4 years (net of reinsurance) as of December 31, 2023. Fluctuations in this ratio between years can be caused by the inconsistent payout patterns associated with these types of claims. For the five years ended December 31, 2024, incurred A&E claims and related loss settlement costs have averaged 0.7% of average annual Specialty Insurance loss and loss adjustment expenses.

A summary of reserve activity, including estimates for IBNR, relating to A&E claims at December 31, 2024 and 2023 is as follows:

December 31:	2024				2023
	Gross		Net		Gross		Net
Asbestosis:
Reserves at beginning of year	$	109.2	$	70.2	$	98.3	$	66.7
Loss and loss expenses incurred	52.1		27.9		27.9		16.9
Loss and loss adjustment expenses paid	15.1		9.7		17.0		13.4
Reserves at end of year	146.2		88.4		109.2		70.2
Environmental:
Reserves at beginning of year	21.4		17.3		23.0		17.3
Loss and loss expenses incurred	1.3		1.2		0.4		1.4
Loss and loss adjustment expenses paid	1.3		0.4		2.0		1.5
Reserves at end of year	21.4		18.1		21.4		17.3
Total asbestosis and environmental reserves	$	167.6	$	106.5	$	130.6	$	87.5

In 2024, the Company responded to industry severity trends by considerably increasing A&E reserves (reported in general liability) on both a gross and a net basis.

Sales and General Expenses

The expense ratio for 2024 was in line with expectations and generally reflects the benefit from scale, offset by costs incurred to start-up new underwriting subsidiaries and invest in information technology. Higher personnel and information technology costs contributed to the higher expense ratio in 2023 when compared to 2022.

Title Insurance
Summary Operating Results
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
											% Change
											2024		2023
Years Ended December 31:		2024			2023			2022			vs. 2023		vs. 2022
Revenues:
Net premiums earned		$	2,334.6		$	2,300.9		$	3,500.6		1.5	%	(34.3)	%
Title, escrow, and other fees		284.4			261.8			333.2			8.6		(21.4)
Total premiums and fees		2,619.1			2,562.8			3,833.8			2.2		(33.2)
Other income		0.6			0.7			0.9			(18.1)		(15.4)
Expenses:
Loss and loss adjustment expenses		46.1			48.7			89.1			(5.4)		(45.3)
Underwriting, acquisition, and other expenses:
Commissions		1,601.2			1,608.1			2,464.8			(0.4)		(34.8)
Insurance taxes, licenses, and fees		37.5			18.7			73.5			100.0		(74.5)
Subtotal		1,638.7			1,626.8			2,538.3			0.7		(35.9)
General expenses		855.1			812.4			945.8			5.3		(14.1)
Total underwriting, acquisition, and
other expenses		2,493.8			2,439.3			3,484.2			2.2		(30.0)
Segment underwriting income		$	79.7		$	75.4		$	261.3		5.7	%	(71.1)	%
Loss ratio (a):
	Current year	3.4		%	3.7		%	3.6		%
	Prior years	(1.6)			(1.8)			(1.3)
	Total	1.8			1.9			2.3
Expense ratio		95.2			95.2			90.9
	Combined ratio	97.0		%	97.1		%	93.2		%

__________

(a) Title loss, expense, and combined ratios are calculated on the basis of combined net premiums and fees earned.

Premiums & Fees

Title Insurance premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. Title premium and fee revenues produced by independent title agents are recognized upon receipt, rather than making estimates that could be subject to significant variance from actual premium and fee production. Such receipts can result in a three to four month lag relative to the effective date of the underlying title policy and are offset concurrently by production expenses and loss reserve provisions.

The following table shows the percentage distribution of Title Insurance premium and fee revenues by production sources:

	Premium and Fee Production by Source
Years Ended December 31:	2024		2023		2022
Direct Operations	23.0	%	21.0	%	19.5	%
Independent Title Agents	77.0	%	79.0	%	80.5	%

Title Insurance net premiums and fees earned increased by 2.2% in 2024. Directly produced revenues grew in 2024, while agency produced revenues, which are reported on a lag, came in relatively flat for 2024. Commercial premiums were generally flat for 2024, and represent approximately 22% of premiums earned in 2024 and 2023. For 2023, net premiums and fees earned declined by 33.2%, driven by a continued drop in mortgage originations attributable to higher mortgage interest rates.

Loss and Loss Adjustment Expenses

Sales and General Expenses

Sales and general expenses for 2023 were impacted by the recovery of a $17.2 state sales tax assessment paid and expensed in the fourth quarter of 2022. The assessment increased the 2022 expense ratio by 0.5 percentage points and its recovery reduced the 2023 expense ratio by 0.7 percentage points. Excluding the impact of the sales tax assessment on the 2023 expense ratio, the expense ratio for 2024 improved as a result of expense management and scale, most notably in the segment's direct operations. The 2023 expense ratio also reflects the impact of lower directly produced revenues that carry higher expenses.

FINANCIAL POSITION

The Company's financial position at December 31, 2024 reflected increases in assets and liabilities of 5.1% and 10.6%, respectively, and a decrease in common shareholders' equity of 12.4%, when compared to the immediately preceding year-end. Cash and invested assets represented 58.9% and 61.1% of consolidated assets as of December 31, 2024 and 2023, respectively. As of year-end 2024, the cash and invested asset base increased by 1.4% to $16,408.8.

Investment Portfolio

Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both December 31, 2024 and 2023, nearly all of the Company's investments consisted of marketable securities. The investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-party risk attributes. At December 31, 2024, the Company had no fixed income securities in default as to principal and/or interest.

Short-term maturity investment positions reflect a large variety of factors including current operating needs, expected operating cash flows, debt maturities, and investment strategy considerations. Accordingly, the future level of short-term investments will vary and respond to the interplay of these factors and may, as a result, increase or decrease from current levels.

The Company does not own or utilize derivative financial instruments for the purpose of hedging, enhancing the overall return of its investment portfolio, or reducing the cost of its debt obligations. With regard to its equity portfolio, the Company does not own any options nor does it engage in any type of option writing. Traditional investment management tools and techniques are employed to address the yield and valuation exposures of the invested assets base. The fixed income investment portfolio is managed so as to limit various risks inherent in the bond market. Credit risk is addressed through asset diversification and the purchase of investment grade securities. Reinvestment rate risk is reduced by concentrating on non-callable issues, and by taking asset-liability matching considerations into account. Purchases of mortgage- and asset-backed securities, which have variable principal prepayment options, are generally avoided. Market value risk is limited through the purchase of bonds of intermediate maturity. The combination of these investment management practices is expected to produce a more stable fixed income investment portfolio that is not subject to extreme interest rate sensitivity and principal deterioration.

The fair value of the Company's fixed income investment portfolio is sensitive, however, to fluctuations in the level of interest rates, but not materially affected by changes in anticipated cash flows caused by any prepayments. The impact of interest rate movements on the fixed income investment portfolio generally affects net unrealized gains or losses. As a general rule, rising interest rates enhance currently available yields but typically lead to a reduction in the fair value of existing fixed income securities. By contrast, a decline in such rates reduces currently available yields but usually serves to increase the fair value of the existing fixed income investment portfolio. All such changes in fair value of securities are reflected, net of deferred income taxes, directly in the common shareholders' equity account, and as a separate component of the consolidated statements of comprehensive income. Given the Company's inability to forecast or control the movement of interest rates, Old Republic sets the maturity spectrum of its fixed income securities portfolio within parameters of estimated liability payouts, and focuses the overall portfolio on high quality investments. By so doing, Old Republic believes it is reasonably assured of its ability to hold securities to maturity as it may deem necessary in changing environments, and of ultimately recovering their aggregate cost.

Possible future declines in fair values for Old Republic's fixed income portfolio would negatively affect the common shareholders' equity account at any point in time but would not necessarily result in the recognition of realized investment losses.

The following tables show certain information relating to the Company's fixed income and equity portfolios as of the dates shown:

Fixed Income Securities Stratified by Credit Quality (a)
December 31:	2024		2023
Aaa	18.0	%	18.8	%
Aa	9.4		9.5
A	40.5		35.9
Baa	30.7		34.7
Total investment grade	98.6		98.9
Non-investment grade or non-rated issuers	1.4		1.1
Total	100.0	%	100.0	%

__________

(a) Credit quality ratings referred to herein are a blend of those assigned by the major credit rating agencies for U.S. and Canadian Governments, Agencies, Corporates, and Municipal issuers.

Tight credit spreads resulted in a preference toward purchases of higher rated securities during 2024.

Gross Unrealized Gains and Losses Stratified by Industry Concentration for Fixed Income Securities
December 31, 2024	Amortized Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Fair<br><br>Value
Non-Investment Grade Fixed Income Securities by Industry Concentration:
Consumer, Cyclical	$	42.3	$	—	$	1.2	$	41.1
Energy	40.4		0.2		0.3		40.3
Basic Materials	29.9		—		0.9		29.0
Industrial	22.6		—		0.9		21.7
Other (includes three industry groups)	26.1		—		0.2		25.9
Total	$	161.5	$	0.4	$	3.7	$	158.2
Investment Grade Fixed Income Securities by Industry Concentration:
Government	$	2,255.8	$	2.7	$	62.6	$	2,195.9
Consumer, Non-cyclical	2,034.0		13.6		20.5		2,027.2
Utilities	2,014.5		11.8		29.5		1,996.8
Financial	1,560.8		15.7		11.4		1,565.1
Industrial	1,486.0		13.9		12.9		1,487.1
Consumer, Cyclical	917.3		7.8		5.8		919.3
Energy	649.9		4.6		7.0		647.5
Other (includes four industry groups)	1,095.6		8.5		10.1		1,094.0
Total	$	12,014.3	$	79.0	$	160.1	$	11,933.3

In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.

Gross Unrealized Gains and Losses Stratified by Industry Concentration for Equity Securities
December 31, 2024	Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Fair<br><br>Value
Equity Securities by Industry Concentration:
Consumer, Non-cyclical	$	380.1	$	246.4	$	4.6	$	621.9
Industrial	259.4		359.5		1.2		617.6
Utilities	361.7		150.3		9.4		502.6
Energy	137.7		77.1		—		214.8
Financial	73.8		95.5		—		169.3
Consumer, Cyclical	64.4		84.8		—		149.2
Other (includes five industry groups)	133.4		134.8		3.3		264.9
Total	$	1,410.7	$	1,148.6	$	18.6	$	2,540.7

The Company's equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.

Gross Unrealized Losses Stratified by Maturity Ranges for All Fixed Income Securities
		Amortized Cost				Gross Unrealized Losses
December 31, 2024		All		Non-Investment Grade Only		All		Non-<br>Investment<br>Grade Only
Maturity Ranges:
Due in one year or less		$	1,230.4	$	17.2	$	7.4	$	—
Due after one year through five years		3,245.6		68.9		76.6		2.3
Due after five years through ten years		2,473.4		33.9		72.1		1.3
Due after ten years		321.5		—		7.6		—
	Total	$	7,271.1	$	120.1	$	163.8	$	3.7
Gross Unrealized Losses Stratified by Duration and Amount of Unrealized Losses for All Fixed Income Securities
---	---	---	---	---	---	---	---	---	---	---
			Amount of Gross Unrealized Losses
December 31, 2024			Less than<br>20% of<br>Cost		20% to<br>50%<br>of Cost		More than<br>50% of Cost		Total Gross<br>Unrealized<br>Loss
Number of Months in Unrealized Loss Position:
Fixed Income Securities:
	One to six months		$	75.0	$	—	$	—	$	75.0
	Seven to twelve months		—		—		—		—
	More than twelve months		88.7		—		—		88.7
		Total	$	163.8	$	—	$	—	$	163.8

In the above tables the unrealized losses on fixed income securities are primarily deemed to reflect changes in the interest rate environment.

Age Distribution of Fixed Income Securities
December 31:			2024		2023
Maturity Ranges:
	Due in one year or less		11.9	%	13.1	%
	Due after one year through five years		47.9		49.9
	Due after five years through ten years		37.4		36.3
	Due after ten years through fifteen years		2.7		0.6
	Due after fifteen years		0.1		0.1
		Total	100.0	%	100.0	%
Average Maturity in Years			4.5		4.3
Duration			3.8		3.7

The shift in 2024 to fixed income securities with longer maturities is a result of continued asset-liability matching consideration.

Duration is used as a measure of bond price sensitivity to interest rate changes. A duration of 3.8 as of December 31, 2024 implies that a 100-basis point parallel increase in interest rates from current levels would result in a possible decline in the fair value of the fixed income investment portfolio of approximately 3.8%.

Liquidity and Capital Resources

The parent holding company meets its liquidity and capital needs principally through dividends and interest on intercompany financing arrangements paid by its subsidiaries. The insurance subsidiaries' ability to pay cash dividends and interest to the parent company is generally restricted by law or subject to approval of the insurance regulatory authorities. Based on December 31, 2024 statutory balances, the Company can receive up to $952.2 in ordinary dividends from its subsidiaries in 2025 without the prior approval of regulatory authorities. The liquidity achievable through such permitted dividend payments is sufficient to cover the parent holding company's currently expected regularly recurring cash outflows represented mostly by interest, anticipated cash dividend payments to shareholders, operating expenses, and the near-term capital needs of its operating subsidiaries.

Old Republic's total capitalization of $7,207.6 at December 31, 2024 consisted of debt of $1,588.7 and common shareholders' equity of $5,618.9. Changes in the common shareholders' equity account reflect primarily net income excluding net investment gains (losses), realized and unrealized gains (losses), dividend payments to shareholders, and share repurchases for the year then ended. At December 31, 2024, the Company's consolidated debt to equity ratio was 28.3%.

Old Republic has paid a regular cash dividend without interruption since 1942 (83 years), and it has raised the regular annual cash dividend for each of the past 43 years. The dividend amount is reviewed and approved by the Board of Directors quarterly and annually. In establishing each year's regular cash dividend, the Company does not follow a strict formulaic approach, and favors an increasing dividend amount largely reflective of long-term consolidated operating earnings trends. Accordingly, each year's regular dividend is set judgmentally in consideration of such key factors as the dividend paying capacity of the Company's insurance subsidiaries, the trends in average annual earnings for the five to ten most recent calendar years, the amount of stock repurchases, and management's long-term expectations for the Company's consolidated business and its individual operating subsidiaries. Recently, the Company has repurchased significant amounts of its outstanding shares, and the Board of Directors decided to increase regular cash dividends accordingly.

During 2024, the Company returned capital to shareholders of $1,708, comprised of $766 in dividends and $942 in share repurchases (29.9 million shares at an average price of $31.82 per share). Following the close of the year and through February 19, 2025, the Company repurchased 0.7 million additional shares for $25.5 (average price of $34.57), leaving approximately $206 remaining under the most recent authorization approved by the Company's Board of Directors in March 2024. The repurchase program was intended to comply with Rule 10b-18 and had no expiration date, did not require the purchase of any minimum number of shares and could be suspended, modified or discontinued at any time without prior notice. Old Republic may also from time to time repurchase shares pursuant to written, pre-arranged Rule 10b5-1 plans. The Company's Board of Directors also declared special cash dividends of $2.00 per share in December 2024 (paid on January 15, 2025) and $1.00 per share in August 2022 (paid on September 15, 2022). In reaching a decision to authorize the share repurchase programs and/or special dividends, the Board of Directors evaluates such factors as the current and foreseeable liquidity and capital needs of the parent holding company and its insurance company subsidiaries. Capital needs are estimated based on many factors including statutory requirements of the Company's insurance company subsidiaries (largely based on risk-based capital requirements, reserves to surplus ratios, and premiums to surplus ratios), internal enterprise risk management metrics that measure balance sheet risks against the Company's risk tolerances (including various stress tests) and capital required to maintain the current rating agency ratings.

Other Assets

Substantially all of the Company's receivables are current. Reinsurance recoverable balances on paid or estimated unpaid losses are deemed recoverable from solvent reinsurers or have otherwise been reduced by allowances for estimated credit losses. Deferred policy acquisition costs are estimated by taking into account the direct costs relating to the successful acquisition of new or renewal insurance contracts and evaluating their recoverability on the basis of recent trends in loss costs.

Contractual Obligations

The following table shows certain information relating to the required reporting of contractual obligations as of December 31, 2024:

	2025		2026 and<br>2027		2028 and<br>2029		2030 and<br>After		Total
Contractual Obligations:
Debt	$	—	$	550.0	$	—	$	1,050.0	$	1,600.0
Interest on Debt	69.3		117.3		96.0		593.5		876.2
Operating Leases	57.9		81.5		49.3		70.0		258.8
Loss and Loss Adjustment Reserves (a)	3,277.0		3,942.2		1,872.7		4,635.7		13,727.7
Total	$	3,404.2	$	4,691.1	$	2,018.1	$	6,349.2	$	16,462.8

__________

(a) Amounts are reported gross of reinsurance. As discussed herein with respect to the nature of loss reserves and the estimating process utilized in their establishment, the Company's loss reserves do not have a contractual maturity date. Estimated gross loss payments are based primarily on historical claim payment patterns, are subject to change due to a wide variety of factors, do not reflect anticipated recoveries under the terms of reinsurance contracts, and cannot be predicted with certainty. Actual future loss payments may differ materially from the current estimates shown in the table above.

Reinsurance Programs

The following table displays the Company's Specialty Insurance liabilities reinsured by its ten largest reinsurers as of December 31, 2024.

									% of Total
		A.M.	Reinsurance Recoverable				Total		Consolidated
		Best	on Paid		on Loss		Exposure		Reinsured
Reinsurer		Rating	Losses		Reserves		to Reinsurer		Liabilities
	Day One Insurance, Inc.	Unrated	$	—	$	1,472.1	$	1,472.1	24.6	%
	Hannover Ruckversicherungs	A+	30.4		463.0		493.4		8.3
	Archway Insurance, Ltd.	Unrated	3.6		446.8		450.4		7.5
	Endurance Assurance Corporation	A+	7.5		355.9		363.4		6.1
	Summit Insurance, Ltd.	Unrated	—		248.5		248.5		4.2
	Munich Re America, Inc.	A+	32.8		188.5		221.3		3.7
	Partner Reinsurance Company	A+	7.1		146.6		153.7		2.6
	ARU SPC, Ltd.	Unrated	1.8		140.4		142.2		2.4
	Cayalyst Insurance, Ltd.	Unrated	4.1		131.5		135.7		2.3
	National WC Reinsurance Pool	Industry Pool	8.3		125.1		133.4		2.2
			$	95.9	$	3,718.7	$	3,814.6	63.8	%

Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid losses and unearned premium and policy reserves. Such reinsurance balances recoverable from non-admitted foreign and certain other reinsurers such as captive insurance companies owned by insureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to insureds' high deductible retentions are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Allowances for estimated credit losses are recognized because reinsurance, retrospectively rated, and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to insureds or their beneficiaries.

Old Republic's reinsurance practices with respect to portions of its business also result from its desire to bring its sponsoring organizations and customers into some degree of joint venture or risk-sharing relationship. The Company may, in exchange for a ceding commission, reinsure up to 100% of the underwriting risk, and the premium applicable to such risk, to commercial institutions generally whose customers are insured by Old Republic, or individual customers who have formed captive insurance companies. The ceding commissions received compensate Old Republic for performing the direct insurer's functions of underwriting, actuarial, claim settlement, loss control, legal, reinsurance, and administrative services to comply with local and federal regulations, and for providing appropriate risk management services.

Remaining portions of Old Republic's business are reinsured in most instances with independent insurance or reinsurance companies pursuant to excess of loss agreements. Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss from any one event to a maximum of: $5.2 for workers' compensation; $7.9 for commercial auto liability; $7.9 for general liability; $14.8 for D&O; $2.2 for aviation; and $23.1 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0.

compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.

As a result of the September 11, 2001 terrorist attack on America, the reinsurance industry eliminated coverage from substantially all contracts for claims arising from acts of terrorism. Primary insurers like the Company therefore became fully exposed to such claims. The Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act of 2019 (TRIPRA) were subsequently placed into law and serve as a federal reinsurance program administered by the Secretary of the Treasury. This legislation requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies (excluding such coverages as commercial auto, burglary and theft, professional liability, and farm owners multi-peril insurance) and also provides for temporary reinsurance protection through December 31, 2027.

Although insurers are permitted to charge an additional premium for terrorism coverage, insureds may reject the coverage. The program's protection is not triggered for losses arising from an act of terrorism until the industry first suffers losses in excess of a prescribed aggregate deductible during any one year. The program deductible trigger was $200.0 for 2024. Once the program trigger is met, the program will be responsible for a fixed percentage of the Company's terrorism losses that exceed its deductible. The Company's deductible amounts to 20% of direct earned premium on eligible property and casualty insurance coverages. The Company currently reinsures limits on a treaty basis of $195.0 in excess of $5.0 for claims arising from certain acts of terrorism for casualty clash and catastrophe workers' compensation liability insurance coverages. The Company also purchases facultative reinsurance on certain accounts in excess of $200.0 to manage the Company's net exposures.

CRITICAL ACCOUNTING ESTIMATES

The Company's annual financial statements incorporate a large number and types of estimates relative to matters which are highly uncertain at the time the estimates are made. The estimation process required of an insurance enterprise such as Old Republic is by its very nature highly dynamic because it necessitates a continuous evaluation, analysis, and quantification of factual data as it becomes known to the Company. As a result, actual experienced outcomes can differ from the estimates made at any point in time and thus affect future periods' reported revenues, expenses, net income or loss, and financial condition.

Changes in estimates generally result from altered circumstances, newly emerging information and its effect on past assumptions and judgments, the effects of securities markets valuations, and changes in inflation rates and future economic conditions beyond the Company's control. As a result, Old Republic cannot predict, quantify, or guaranty the likely impact that changes in estimates will have on its future financial condition or results of operations.

Old Republic believes that its most critical accounting estimate relates to the establishment of reserves for losses and loss adjustment expenses. The major assumptions and methods used in setting this estimate are summarized as follows:

The establishment of reserves for losses and loss adjustment expenses

The Company's reserves for losses and loss adjustment expenses represents the accumulation of estimates of ultimate losses payable, including those incurred but not reported (IBNR). The establishment of loss reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors as further discussed below. Consequently, reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs and the resulting changes in estimates are recorded in operations of the periods during which they are made. Increases to prior reserve estimates are referred to as unfavorable development, whereas any changes that decrease previous estimates of the Company's ultimate liability are referred to as favorable development.

Most of Old Republic's consolidated loss and loss adjustment expense reserves stem from its Specialty Insurance business. At December 31, 2024, such reserves accounted for 95.8% and 92.7% of consolidated gross and net of reinsurance reserves, respectively, while similar reserves at December 31, 2023 represented 95.1% and 92.0% of the respective consolidated amounts.

The Company's reserve setting process reflects the nature of its insurance business and the operationally decentralized basis upon which it is conducted. Old Republic's Specialty Insurance operations encompass a large variety of coverages or classes of predominantly commercial insurance; it does not have a meaningful exposure to personal insurance coverages such as homeowners or private passenger auto insurance. Consequently, the wide variety of policies issued and commercial insurance customers served require that loss reserves be analyzed and established in the context of the unique or different attributes of each block or class of business produced by the Company. For example, accident liability claims from trucking companies or from general aviation customers become known relatively quickly, whereas claims of a general liability nature arising from the building activities of a

construction company may emerge over extended periods of time. Similarly, claims filed pursuant to E&O, D&O or transactional risk liability coverages are usually not prone to immediate evaluation or quantification because such claims may be litigated over several years and their ultimate costs may be affected by judge or jury verdicts. Approximately 87% of the Specialty Insurance's loss reserves stem from liability insurance coverages for commercial customers which typically require more extended periods of investigation and at times protracted litigation before they are finally settled. As a consequence of these and other factors, Old Republic does not utilize a single, overarching loss reserving approach.

The Company prepares periodic analyses of its loss reserve estimates for its significant insurance coverages. It establishes point estimates for most losses on an insurance coverage line-by-line basis for individual subsidiaries, sub-classes, individual accounts, blocks of business or other unique concentrations of insurance risks, such as D&O liability, that have similar attributes. Actuarially or otherwise derived ranges of reserve levels are not utilized directly when setting reserves, rather actuarial modeling creates data points that inform management's estimates. Reported reserves encompass the Company's best point estimates at each reporting date and the overall reserve level at any point in time therefore represents the compilation of a very large number of reported reserve estimates and the results of a variety of formula calculations largely driven by analysis of historical data. Favorable or unfavorable developments of prior year reserves are implicitly covered by the point estimates incorporated in total reserves at each balance sheet date. The Company does not project future variability or make an explicit provision for uncertainty when determining its best estimate of loss reserves. Over the most recent decade actual incurred losses have developed within a reasonable range of their original estimates.

Aggregate loss reserves consist of estimates for claims and allocated loss adjustment expenses that have been reported (case) to the Company's insurance subsidiaries and reserves for claims and allocated loss adjustment expenses that have been incurred but not yet reported (IBNR) or whose ultimate costs may not become fully apparent until a future time. Additionally, the Company establishes unallocated loss adjustment expense reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends and are intended to cover the unallocated costs of claim departments' administration of case and IBNR claims over time.

A large variety of statistical analyses and formula calculations are utilized to provide for IBNR claim costs as well as additional costs that can arise from such factors as monetary and social inflation, changes in claims administration processes, changes in reinsurance ceded and recoverability levels, and expected trends in claim costs and related ratios. Typically, such formulas take into account link ratios that represent prior years' patterns of incurred or paid loss trends between succeeding years, or past experience relative to progressions of the number of claims reported over time and ultimate average costs per claim.

Overall, reserves pertaining to several hundred large individual commercial insurance accounts that exhibit sufficient statistical credibility, and at times may be subject to retrospective premium rating plans or the utilization of varying levels or types of self-insured retentions through captive insurers and similar risk management mechanisms, are established on an account by account basis using case reserves and applicable formula-driven methods. Large account reserves are usually set and analyzed for groups of coverages such as workers' compensation, commercial auto, and general liability that are underwritten jointly for many customers. For certain long-tail categories of insurance such as retained or assumed excess liability or excess workers' compensation, D&O liability, and commercial umbrella liability relative to which claim development patterns are particularly long, more volatile, and immature in their early stages of development, the Company judgmentally establishes the most current accident years' loss reserves on the basis of expected loss ratios. Such expected loss ratios typically reflect currently estimated loss ratios from prior accident years, adjusted for the effect of actual and anticipated rate changes, actual and anticipated changes in coverage, reinsurance, mix of business, and other anticipated changes in external factors such as trends in loss costs or the legal and claims environment. Expected loss ratios are generally held for the two to five most recent accident years depending on the individual class or category of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. As actual claims data emerges in succeeding interim and annual periods, accident year loss ratio assumptions are validated or otherwise adjusted sequentially through the application of statistical projection techniques such as the Bornhuetter/Ferguson method, which utilizes data from the more mature experience of prior years to arrive at a likely indication of more recent years' loss trends and costs.

Title insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all loss reserves take into account IBNR claims based on past experience and evaluations of such variables as changing trends in the types of policies issued, changes in real estate markets and interest rate environments, and changing levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate costs of claims.

As discussed above, the reserves for losses and related loss adjustment expenses are based on a wide variety of factors and calculations. Among these the Company believes the most critical are:

•Holding expected loss ratios for the two to five most recent accident years, particularly for long-tail coverages as to which information about covered losses emerges and becomes more accurately quantifiable over long periods of time. Long-tail coverages generally include workers' compensation, commercial auto liability,

general liability, E&O and D&O liability, as well as title insurance. Gross loss reserves related to such long-tail coverages ranged between 94.1% and 94.2%, and averaged 94.1% of gross consolidated loss reserves as of the three most recent year ends. Net of reinsurance recoverables, such reserves ranged between 93.8% and 94.9% and averaged 94.4% as of the same dates.

•Loss trends that are considered when establishing the above noted expected loss ratios which take into account such variables as: judgments and estimates relative to premium rate trends and adequacy, current and expected interest rates, current and expected social and economic inflation trends, and insurance industry statistical claim trends. The Company applies these expected loss ratios to earned premiums when estimating the periodic reserve for losses and loss adjustment expenses.

•Loss development factors, expected claim rates and average claim costs, all of which are based on Company and/or industry statistics may also be used to project reported and unreported losses for each accounting period.

Volatility of Reserve Estimates and Sensitivity

There is a great deal of uncertainty in the estimates of loss and loss adjustment expense reserves, and unanticipated events can have both a favorable or unfavorable impact on such estimates. The Company believes that the factors most responsible, in varying and continually changing degrees, for such favorable or unfavorable development are as follows:

Specialty Insurance net loss reserves can be affected by actual experience differing from expectations related to:

•frequency of claims incurred but not reported;

•the effect of reserve discounts applicable to certain workers' compensation claims;

•severity of litigated claims;

•governmental or judicially imposed retroactive conditions in the settlement of claims such as noted elsewhere in this document in regard to black lung disease claims;

•inflation rates applicable to repairs and the medical benefits portion of claims; and

•the emergence patterns applicable to certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.

Title Insurance loss reserve levels can be impacted by such developments as:

•loan refinancing activity, the effect of which can be to change the expected period during which title policies remain exposed to loss emergence; and

•changes in either property values or the volume of transactions which, by virtue of the speculative nature of some real estate developments, can lead to increased occurrences of fraud, defalcations or mechanics' liens.

With respect to Old Republic's small life and accident insurance operations, reserve adequacy may be impacted by:

•medical care cost inflation;

•frequency and severity of claims; and

•catastrophic events where there are concentrations of insured lives.

Consolidated loss costs developed favorably in the three most recent calendar years. This development had the effect of reducing consolidated annual loss costs for the three most recent years within a range of 4.8% and 10.6%, or by an average of approximately 8.6% per annum. As a percentage of each of these years' consolidated earned premiums and fees, the favorable developments have ranged between 2.2% and 4.6%, and have averaged 3.5%.

The consolidated cumulative development on prior year loss reserves over the past ten years through December 31, 2024 has ranged from 2.2% favorable to 16.3% favorable and averaged 11.2% favorable (approximately $887.1 based on current year ending reserves). Given the long tail associated with most of the Company’s lines of business, this loss reserve development has occurred over many years. The consolidated one-year development on prior year loss reserves over the past ten years through December 31, 2024 has ranged from 0.5% favorable to 4.3% favorable and averaged 2.3% favorable (approximately $182.1 based on current year ending reserves). Management does not have a practical business reason for making projections of likely outcomes of future loss developments. Further, the analysis and evaluation of the existing business mix, the natural offset effects of the Company's diverse coverage, current aggregate loss reserve levels, and loss development patterns suggest these historical outcomes are illustrative of the reasonable likelihood of how 2024 year-end loss reserves could ultimately develop. The most significant factors impacting the potential reserve development for each of the Company's insurance segments are discussed above.

The current analysis of loss development factors and economic conditions influencing the Company's insurance coverages point to a position of reserve adequacy. In management's opinion, the other segments' loss reserve development patterns (most notably those associated with title insurance) show greater variability due to changes in economic conditions which cannot be reasonably anticipated. Consequently, management believes that using the historical outcomes presented above provides a reasonable range of cumulative and one-year reserve development for a sensitivity analysis of the Company's consolidated reserves as of December 31, 2024.

OTHER INFORMATION

Reference is here made to "Segment Information" appearing elsewhere herein.

Historical data pertaining to the operating results, liquidity, and other performance indicators applicable to an insurance enterprise such as Old Republic are not necessarily indicative of results to be achieved in succeeding years. In addition to the factors cited below, the long-term nature of the insurance business, seasonal and annual patterns in premium production and incidence of claims, changes in yields obtained on invested assets, changes in government policies and free markets affecting inflation rates and general economic conditions, and changes in legal precedents or the application of law affecting the settlement of disputed and other claims can have a bearing on period-to-period comparisons and future operating results.

Some of the oral or written statements made in the Company's reports, press releases, and conference calls following earnings releases, can constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally include words such as "expect," "predict," "estimate," "will," "should," "anticipate," "believe," and similar expressions. Any such forward-looking statements involve assumptions, uncertainties, and risks that may affect the Company's future performance. With regard to Old Republic's Specialty Insurance segment, its results can be particularly affected by the level of market competition, which is typically a function of available capital and expected returns on such capital among competitors, the levels of investment yields and inflation rates, and periodic changes in claim frequency and severity patterns caused by natural disasters, weather conditions, accidents, illnesses, work-related injuries, claims development and the impact on loss reserves, adequacy and availability of reinsurance, uncertainties in underwriting and pricing risks, and unanticipated external events. Title Insurance results can be affected by similar factors, and by changes in national and regional housing demand and values, the availability and cost of mortgage loans and employment trends. Life and accident insurance earnings can be affected by the levels of employment and consumer spending, changes in mortality and health trends, and alterations in policy lapsation rates. At the parent holding company level, operating earnings or losses are generally reflective of the amount of debt outstanding and its cost, interest income on temporary holdings of short-term investments, and period-to-period variations in the costs of administering the Company's widespread operations. In addition, results could be particularly affected by technology and security breaches or failures, including cybersecurity incidents.

A more detailed listing and discussion of the risks and other factors which affect the Company's risk-taking insurance business are included in Part I, Item 1A - Risk Factors and the various risks, uncertainties, and other factors that are included from time to time in other Securities and Exchange Commission filings.

Any forward-looking statements or commentaries speak only as of their dates. Old Republic undertakes no obligation to publicly update or revise any and all such comments, whether as a result of new information, future events or otherwise, and accordingly they may not be unduly relied upon.

Item 7A - Quantitative and Qualitative Disclosure About Market Risk<br><br>($ in Millions)

Market risk represents the potential for loss due to adverse changes in the fair value of financial instruments as a result of changes in interest rates, equity prices, foreign exchange rates and commodity prices. Old Republic's primary market risks consist of interest rate risk associated with investments in fixed income securities and equity price risk associated with investments in equity securities. The Company has no material foreign exchange or commodity risk.

The following table illustrates the hypothetical effect on the fixed income and equity investment portfolios resulting from movements in interest rates and fluctuations in the equity securities markets, using the S&P 500 index as a proxy, at December 31, 2024:

	Estimated<br>Fair Value		Hypothetical Change in<br>Interest Rates or S&P 500
Interest Rate Risk:
Fixed Income Securities	$	12,091.5	100		basis point rate increase	$	11,628.4
			200		basis point rate increase	11,165.3
			100		basis point rate decrease	12,554.6
			200		basis point rate decrease	$	13,017.7
Equity Price Risk:
Equity Securities	$	2,540.7	10	%	increase in the S&P 500	$	2,731.3
			20	%	increase in the S&P 500	2,921.8
			10	%	decline in the S&P 500	2,350.1
			20	%	decline in the S&P 500	$	2,159.6
Item 8 - Financial Statements and Supplementary Data
---

Listed below are the consolidated financial statements included herein for Old Republic International Corporation and Subsidiaries:

	Page No.
Consolidated Balance Sheets	49
Consolidated Statements of Income	50
Consolidated Statements of Comprehensive Income	51
Consolidated Statements of Preferred Stock and Common Shareholders' Equity	52
Consolidated Statements of Cash Flows	53
Notes to Consolidated Financial Statements	54 - 87
Report of Independent Registered Public Accounting Firm	88 - 89
Old Republic International Corporation and Subsidiaries
---	---	---	---	---
Consolidated Balance Sheets
( in Millions, Except Share Data)
	December 31,
	2024		2023
Assets
Investments:
Fixed income securities (at fair value) (amortized cost: 12,175.9 and 12,263.0)	$	12,091.5	$	12,139.9
Short-term investments (at fair value which approximates cost)	1,403.7		1,032.6
Equity securities (at fair value) (cost: 1,410.7 and 1,511.9)	2,540.7		2,660.8
Other investments	42.8		34.3
Total investments	16,079.0		15,867.7
Cash	201.9		202.8
Accrued investment income	127.9		117.0
Accounts and notes receivable	2,471.6		2,201.4
Federal income tax recoverable: Current	13.8		21.8
Reinsurance balances and funds held	423.1		544.7
Reinsurance recoverable: Paid loss and loss adjustment expenses	185.3		175.4
Loss and loss adjustment expense reserves	5,807.1		4,977.7
Unearned premium and policy reserves	921.6		798.2
Deferred policy acquisition costs	531.3		417.8
Assets held-for-sale	—		194.8
Other assets	1,080.2		981.5
Total assets	$	27,843.1	$	26,501.4
Liabilities, Preferred Stock, and Common Shareholders' Equity
Liabilities:
Policy liabilities:
Loss and loss adjustment expense reserves	$	13,727.7	$	12,538.2
Unearned premiums	3,505.4		3,042.7
Other policyholders' benefits and funds held	174.0		150.3
Total policy liabilities	17,407.2		15,731.4
Commissions, expenses, fees, and taxes	547.5		532.9
Reinsurance balances and funds held	1,409.8		1,380.9
Federal income tax: Deferred	129.1		105.6
Debt	1,588.7		1,591.2
Liabilities held-for-sale	—		56.8
Other liabilities	1,141.6		691.6
Total liabilities	22,224.1		20,090.7
Preferred Stock	—		—
Common Shareholders' Equity:
Common stock (1.00 par value; 500,000,000 shares authorized; 248,817,316 and 278,392,263 shares issued)(Class B - 1.00 par value; 100,000,000 shares authorized; none issued)	248.8		278.3
Additional paid-in capital	—		678.7
Retained earnings	5,519.7		5,644.3
Accumulated other comprehensive loss	(102.4)		(132.4)
Unallocated 401(k) plan shares (at cost)	(47.1)		(58.2)
Total common shareholders' equity	5,618.9		6,410.7
Total liabilities, preferred stock and common shareholders' equity	$	27,843.1	$	26,501.4

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Income
( in Millions, Except Share Data)

		2023		2022
Revenues:
Net premiums earned	7,026.4	$	6,445.9	$	7,342.1
Title, escrow, and other fees		261.8		333.2
Total premiums and fees		6,707.7		7,675.3
Net investment income		578.3		459.5
Other income		163.1		149.9
Total operating revenues		7,449.3		8,284.9
Net investment gains (losses):
Realized from actual transactions and impairments		(67.0)		62.2
Unrealized from changes in fair value of equity securities		(123.9)		(263.4)
Total net investment gains (losses)		(190.9)		(201.1)
Total revenues		7,258.3		8,083.7
Expenses:
Loss and loss adjustment expenses		2,580.0		2,427.7
Dividends to policyholders		16.5		12.5
Underwriting, acquisition, and other expenses		3,843.6		4,719.2
Interest and other charges		70.5		66.7
Total expenses		6,510.8		7,226.3
Income before income taxes		747.4		857.4
Income Taxes (Credits):
Current		186.2		226.0
Deferred		(37.4)		(55.1)
Total		148.7		170.9
Net Income	852.7	$	598.6	$	686.4
Net Income Per Share:
Basic	3.30	$	2.12	$	2.28
Diluted	3.24	$	2.10	$	2.26
Average shares outstanding: Basic		282,732,526		301,676,941
Diluted		285,471,064		303,296,612

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
( in Millions)

		2023		2022
Net Income As Reported	852.7	$	598.6	$	686.4
Other comprehensive income (loss):
Unrealized gains (losses) on investments:
Unrealized gains (losses) before reclassifications		285.3		(1,145.7)
Amounts reclassified as realized investment
losses in the statements of income		184.5		312.3
Pretax unrealized gains (losses) on investments		469.8		(833.3)
Deferred income taxes (credits)		98.9		(175.9)
Net unrealized gains (losses) on investments		370.8		(657.3)
Foreign currency translation adjustment and other		14.6		62.0
Total other comprehensive income (loss)		385.4		(595.3)
Comprehensive Income	882.6	$	984.1	$	91.1

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Preferred Stock
and Common Shareholders' Equity
( in Millions, Except Share Data)

		2023		2022
Preferred Stock:
Balance, beginning and end of year	—	$	—	$	—
Common Stock:
Balance, beginning of year	278.3	$	296.9	$	307.5
Dividend reinvestment plan		—		0.1
Stock-based compensation		2.3		1.9
Treasury stock restored to unissued status		(20.9)		(12.6)
Balance, end of year	248.8	$	278.3	$	296.9
Additional Paid-in Capital:
Balance, beginning of year	678.7	$	1,141.8	$	1,376.1
Dividend reinvestment plan		1.2		2.2
Stock-based compensation		45.5		31.1
401(k) plan shares released		4.5		6.1
Treasury stock restored to unissued status		(514.4)		(268.6)
Other - net		—		(5.1)
Balance, end of year	—	$	678.7	$	1,141.8
Retained Earnings:
Balance, beginning of year	5,644.3	$	5,321.8	$	5,216.1
Net income		598.6		686.4
Dividends on common shares (3.06, 0.98, and 1.92 per common share)		(276.2)		(580.7)
Treasury stock restored to unissued status		—		—
Balance, end of year	5,519.7	$	5,644.3	$	5,321.8
Accumulated Other Comprehensive Income (Loss):
Balance, beginning of year	(132.4)	$	(517.8)	$	77.4
Net unrealized gains (losses) on investments, net of tax		370.8		(657.3)
Foreign currency translation adjustment and other		14.6		62.0
Balance, end of year	(102.4)	$	(132.4)	$	(517.8)
Unallocated 401(k) Plan Shares:
Balance, beginning of year	(58.2)	$	(69.5)	$	(82.5)
401(k) plan shares released		11.2		13.0
Balance, end of year	(47.1)	$	(58.2)	$	(69.5)
Treasury Stock:
Balance, beginning of year	—	$	—	$	—
Common stock repurchases		(535.3)		(281.2)
Restored to unissued status		535.3		281.2
Balance, end of year	—	$	—	$	—

All values are in US Dollars.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Consolidated Statements of Cash Flows
( in Millions)

		2023		2022
Cash flows from operating activities:
Net income	852.7	$	598.6	$	686.4
Adjustments to reconcile net income to
net cash provided by operating activities:
Deferred policy acquisition costs		(35.2)		(32.0)
Accounts and notes receivable		(274.4)		(158.6)
Loss and loss adjustment expense reserves		93.4		221.5
Unearned premiums and other policyholders' liabilities		194.0		157.6
Federal income taxes		(47.1)		(54.7)
Reinsurance balances and funds held		23.8		147.2
Realized investment (gains) losses from actual transactions
and impairments		67.0		(62.2)
Unrealized investment (gains) losses from changes in fair value
of equity securities		123.9		263.4
Other - net		136.3		1.9
Total		880.4		1,170.6
Cash flows from investing activities:
Maturities and calls on fixed income securities		1,353.2		1,356.1
Sales of:
Fixed income securities		1,446.5		1,403.3
Equity securities		691.5		2,249.4
Other investments		14.5		11.4
Purchases of:
Fixed income securities		(2,919.7)		(5,009.5)
Equity securities		(91.9)		(58.0)
Other investments		(106.4)		(59.7)
Proceeds from sale of subsidiary		—		—
Net increase in short-term investments		(362.6)		(295.7)
Other - net		0.3		(12.3)
Total		25.3		(415.0)
Cash flows from financing activities:
Issuance of debentures and notes		—		—
Issuance of common shares		31.1		26.6
Redemption of debentures and notes		(5.3)		—
Dividends on common shares (including special dividends of
308.4 paid in 2022)		(275.5)		(579.7)
Repurchase of common stock		(535.3)		(281.2)
Other - net		1.8		1.5
Total		(783.2)		(832.7)
Increase (decrease) in cash including balances classified as
held-for-sale:		122.5		(77.1)
Increase (decrease) in cash balances classified as held-for-sale (a)		(0.8)		—
Cash, beginning of year		81.0		158.1
Cash, end of year	201.9	$	202.8	$	81.0
Supplemental cash flow information:
Cash paid (received) during the period for: Interest	77.3	$	66.0	$	65.8
Income taxes	196.3	$	198.3	$	226.5

All values are in US Dollars. _________

(a) The sale of the RFIG Run-off mortgage insurance business closed effective May 31, 2024. See Note 2 in the Notes to Consolidated Financial Statements for further discussion.

See accompanying Notes to Consolidated Financial Statements.

Old Republic International Corporation and Subsidiaries
Notes to Consolidated Financial Statements
($ in Millions, Except as Otherwise Indicated and as to Share Data)

Old Republic International Corporation is a Chicago-based holding company engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into two reportable segments: Specialty Insurance (formerly referred to as General Insurance) and Title Insurance. Effective as of year-end 2024, the Company renamed its reportable segment formerly referred to as "General Insurance" to "Specialty Insurance." Management believes this name more appropriately reflects Old Republic's specialty P&C strategy, with 17 underwriting businesses focused on unique niche markets with specialized distribution, underwriting, claims, and risk control models. References herein to such segments apply to the Company's subsidiaries engaged in these respective segments of business. The results of the Republic Financial Indemnity Group (RFIG) Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. Prior period amounts have been reclassified to reflect the change in reportable segments. "Old Republic" or "the Company" refers to Old Republic International Corporation and its subsidiaries as the context requires.

Note 1 - Summary of Significant Accounting Policies

The significant accounting policies employed by Old Republic are set forth in the following summary.

Accounting Principles - The Company's insurance subsidiaries are managed pursuant to the laws and regulations of the various states in which they operate. As a result, the subsidiaries operate their business in the context of such laws and regulations and maintain their accounts in conformity with accounting practices prescribed or permitted by various states' insurance regulatory authorities. Federal income taxes and dividends to shareholders are based on financial statements and reports complying with such practices.

The statutory accounting requirements vary from the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP) in the following major respects:

•the costs of selling insurance policies are charged to operations immediately, while the related premiums are recognized as income over the terms of the policies. Ceding commissions received in excess of such acquisition costs are amortized over the effective period of the premiums ceded under the related reinsurance agreement;

•investments in fixed income securities designated as available for sale are generally carried at amortized cost rather than their estimated fair value;

•changes in the fair value of equity securities are recorded directly in earned surplus and not through the income statement as required under GAAP unless such securities are determined to be other-than-temporarily impaired for statutory reporting purposes;

•certain assets classified as "nonadmitted assets" are excluded from the balance sheet through a direct charge to earned surplus;

•changes in deferred income tax assets or liabilities are recorded directly in earned surplus and not through the income statement;

•mortgage guaranty contingency reserves intended to provide for future catastrophic losses are established as a liability through a charge to earned surplus whereas GAAP does not allow provisions for future catastrophic losses;

•premium reserves for Title Insurance intended to cover losses that will be reported at a future date are based on statutory formulas, and changes therein are charged in the income statement against each year's premiums written;

•certain required formula-derived reserves for Specialty Insurance in particular are established for credits taken relative to reinsurance placed with other insurance companies not licensed in the respective states, which are charged directly against earned surplus; and

•surplus notes are classified as surplus rather than a liability.

The Company has made adjustments to the statutory financial statements of its insurance subsidiaries to conform their accounts with GAAP for these Consolidated Financial Statements and Notes. The following table reflects a summary of all such adjustments:

	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.

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. For domestic property and casualty and life and accident insurance companies the National Association of Insurance Commissioners also prescribes risk-based capital (RBC) requirements. RBC is a measure of statutory capital in relationship to a formula-driven definition of risk relative to a company’s balance sheet and mix of business. The combined RBC ratio of the primary insurance subsidiaries contributing to the Specialty Insurance segment was 549% and 609% of the company action level RBC at December 31, 2024 and 2023, respectively. The minimum capital requirements for the Company’s Title Insurance subsidiaries are established by statute in the respective states of domicile. The minimum regulatory capital requirements are not significant in relationship to the recorded statutory capital of the Company’s Title and Life and Accident insurance subsidiaries. At December 31, 2024 and 2023 each of the Company’s insurance subsidiaries exceeded the minimum statutory capital and surplus requirements.

The preparation of financial statements in conformity with either statutory practices or GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Consolidation Practices - The consolidated financial statements include the accounts of the Company and those of all of its majority owned insurance underwriting and service subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Statement Presentation - Amounts shown in the consolidated financial statements and applicable notes are stated (except as otherwise indicated and as to share data) in millions, which amounts may not add to totals shown due to truncation. Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.

Accounting Standard Adoption - In November 2023, the FASB issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures. This guidance expands the breadth and frequency of segment disclosures, including additional disclosures about significant segment expenses. 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

•Requires disclosure of the title and position of the CODM.

The ASU does not change how an entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. These disclosure-only requirements were effective for fiscal years beginning after December 15, 2023, and have been incorporated within Note 16 of these Notes to the Consolidated Financial Statements. These requirements will be effective for interim periods within fiscal years beginning after December 15, 2024.

No other new accounting standards were adopted in 2024 that materially impacted the consolidated financial statements.

Accounting Standards Pending Adoption – In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures which will require further disaggregation of existing disclosures for the effective tax rate reconciliation and income taxes paid. More specifically, the amendments will require entities to disclose:

•A tabular effective tax rate reconciliation, broken out into specific categories with certain reconciling items above a 5% threshold further broken out by nature and/or jurisdiction, and

•Income taxes paid (net of refunds received), broken out between federal, state and foreign, and net amounts paid to an individual jurisdiction that exceed 5% of the total.

The requirements are effective for annual reporting in fiscal years beginning after December 15, 2024. The Company continues to evaluate the requirements of this disclosure-only guidance.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses which will require additional disclosure as to the nature of expenses included in the income statement. More specifically, the new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, such as employee compensation, depreciation, and intangible asset amortization. The guidance does not change the requirements for the presentation of expenses on the face of the income statement.

The requirements are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 and will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact of this disclosure-only guidance.

Investments - The Company classifies its fixed income securities as those it either (1) has the intent and ability to hold until maturity, (2) has available for sale, or (3) has the intention of trading. The Company's fixed income portfolio is classified as available for sale as of December 31, 2024 and 2023.

Fixed income securities classified as available for sale are reported at fair value with changes in such values, net of deferred income taxes, reflected directly in shareholders' equity. Equity securities are reported at fair value with changes in such values reflected as unrealized investment gains (losses) in the consolidated statements of income. Fair values are based on quoted market prices or estimates using values obtained from recognized independent pricing services.

The status and fair value changes of fixed income securities are reviewed at least once per quarter to assess whether a decline in fair value of a security below its cost basis is the result of a credit loss. Factors considered in making this assessment include a security's market price history, as well as the issuer's operating results, financial condition and liquidity, its ability to access capital markets and to make scheduled principal or interest payments, credit rating trends, most current audited financial statements, industry and securities markets conditions and analyst expectations. 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. Credit losses are recorded through an allowance with the corresponding charge to realized investment gains (losses). If the Company intends to sell or is more likely than not required to sell a security, the asset is written down to fair value directly through realized investment gains (losses).

Investment income is reported net of allocated expenses and includes appropriate adjustments for amortization of premium and accretion of discount on fixed income securities acquired at other than par value. Dividends on equity securities are credited to income on the ex-dividend date. At December 31, 2024, the Company and its subsidiaries did not have significant amounts of non-income producing securities.

Investment gains and losses, which result from sales or write-downs of securities, are reflected as revenues in the income statement and are determined on the basis of amortized cost at date of sale for fixed income securities, and cost in regard to equity securities; such bases apply to the specific securities sold.

Revenue Recognition - Pursuant to GAAP applicable to the insurance industry, revenues are recognized as follows:

Substantially all Specialty Insurance premiums pertain to annual policies and are reflected in income on a pro-rata basis in association with the related loss and loss adjustment expenses. Earned but unbilled premiums are generally taken into income on the billing date, while adjustments for retrospective premiums, commissions, and similar charges or credits are accrued on the basis of periodic evaluations of current underwriting experience and contractual obligations.

Title premium and fee revenues stemming from the Company's direct operations (which include branch offices of its title insurers and wholly-owned agency subsidiaries) represent 23.0% of 2024, 21.0% of 2023, and 19.5% of 2022 consolidated title business revenues. Such premiums are generally recognized as income at the transaction closing date which approximates the policy effective date. Fee income related to escrow and other closing services is recognized when the related services have been performed and completed. The remaining Title Insurance premium and fee revenues are produced by independent title agents. Rather than making estimates that could be subject to significant variance from actual premium and fee production, the Company recognizes revenues from those sources upon receipt. Such receipts can result in a three to four month lag relative to the effective date of the underlying title policy, and are offset concurrently by production expenses and loss reserve provisions.

The Company recognized total contract revenue from customers of $232.3, $215.9, and $210.1 during 2024, 2023, and 2022, respectively. Of these amounts, approximately $157.1, $145.1, and $132.8, respectively, were generated from claims handling and related ancillary services (i.e. risk control services) provided to customers within the Company’s Specialty Insurance segment. Claims handling revenues are recognized on a straight-line basis over the contract period (generally one year) which is commensurate with the entity’s efforts relative to claims adjudication. The related ancillary services revenues are recognized as services are provided and invoiced to the customer. Additionally, revenues from contracts with customers generated from the Company’s Title Insurance segment, consisting primarily of software licensing arrangements, tax-deferred property exchange services, and electronic recording services, totaled $64.5, $62.5, and $69.2 for the years ended December 31, 2024, 2023, and 2022, respectively. Such revenues are generally recognized at a point in time upon completion and invoicing of the services, or in the case of software maintenance agreements, on a straight-line basis over the life of the contract (generally one year).

Deferred Policy Acquisition Costs - Various insurance subsidiaries of the Company defer direct costs related to the successful production of business. Deferred costs consist principally of commissions, premium taxes, and policy issuance expenses.

With respect to most coverages, deferred policy acquisition costs are amortized on the same basis as the related premiums are earned. To the extent that future revenues on existing policies are not adequate to cover related costs and expenses, deferred policy acquisition costs are charged to earnings. The Company considers investment income when evaluating the recoverability of deferred policy acquisition costs.

Assets Held-for-Sale - The Company classifies a business as held-for-sale when management has approved or received approval to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current estimated fair value, and certain other specific criteria are met. The business classified as held-for-sale is measured at the lower of the carrying value or estimated fair value, less costs to sell. If the carrying value of the business exceeds its estimated fair value, less costs to sell, a loss is recognized and reported in net investment gains (losses). Assets and liabilities related to the business classified as held-for-sale are separately reported in the Company's consolidated balance sheet in the period in which the business is classified as held-for-sale. See Note 2 for further discussion.

Loss and Loss Adjustment Expense Reserves - The establishment of loss reserves by the Company's insurance subsidiaries is a reasonably complex and dynamic process influenced by a large variety of factors. These factors principally include past experience applicable to the anticipated costs of various types of claims; continually evolving and changing legal theories from the judicial system; recurring accounting, statistical, and actuarial studies; the professional experience and expertise of the Company's claim departments' personnel, attorneys, and independent claim adjusters; ongoing changes in claim frequency or severity patterns such as those caused by natural disasters, illnesses, accidents, work‑related injuries; and changes in general and industry-specific economic conditions. Consequently, the reserves established are a reflection of: the opinions of a large number of persons; the application and interpretation of historical precedent and trends; expectations as to future developments; and management's judgment in interpreting all such factors. At any point in time, the Company is exposed to the possibility of higher or lower than anticipated loss costs due to all of these factors, and to the evolution, interpretation, and expansion of tort law, as well as the effects of unexpected jury verdicts.

All reserves are therefore based on estimates which are periodically reviewed and evaluated in the light of emerging loss experience and changing circumstances. The resulting changes in estimates are recorded in operations of the periods during which they are made. Return and additional premiums and policyholders' dividends, all of which tend to be affected by development of losses in future years, may offset, in whole or in part, favorable or unfavorable loss developments for certain coverages such as workers' compensation, portions of which are written under loss sharing programs that provide for such adjustments. Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. However, no representation is

made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates.

Specialty Insurance reserves are established to provide for the ultimate expected cost of settling unpaid losses and claims reported at each balance sheet date. Such reserves are based on continually evolving assessments of the facts available to the Company during the settlement process which may stretch over long periods of time. Losses and claims incurred but not reported (IBNR), as well as expenses required to settle losses and claims, are established on the basis of a large number of formulas that take into account various criteria, including historical cost experience and anticipated costs of servicing reinsured and other risks. As applicable, estimates of possible recoveries from salvage or subrogation opportunities are considered in the establishment of such reserves. Overall loss and loss adjustment expense reserves incorporate amounts covering net estimates of unusual claims such as those emanating from asbestosis and environmental (A&E) exposures. Such reserves can affect claim costs and related loss ratios for such insurance coverages as general liability, commercial auto, workers' compensation, and property.

Title Insurance and related escrow services loss and loss adjustment expense reserves are established as point estimates to cover the projected settlement costs of known as well as IBNR losses related to premium and escrow service revenues of each reporting period. Reserves for known claims are based on an assessment of the facts available to the Company during the settlement process. The point estimates covering all loss reserves take into account IBNR claims based on past experience and evaluations of such variables as changes in trends in the types of policies issued, real estate markets and interest rate environments, and levels of loan refinancing, all of which can have a bearing on the emergence, number, and ultimate cost of claims.

In addition to the above reserve elements, the Company establishes reserves for loss settlement costs that are not directly related to individual claims. Such reserves are based on prior years' cost experience and trends, and are intended to cover the unallocated costs of claim departments' administration of known and IBNR claims.

Reinsurance - The cost of reinsurance is recognized over the terms of the reinsurance contracts. Amounts recoverable from reinsurers for loss and loss adjustment expenses are estimated in a manner consistent with the claim liability associated with the reinsured business. The Company evaluates the financial condition of its reinsurers on a regular basis and allowances are established for estimated credit losses. See Note 10 for further discussion.

Income Taxes - The Company and most of its subsidiaries file a consolidated tax return and provide for income taxes payable currently. Deferred income taxes included in the accompanying consolidated financial statements will not necessarily become payable or recoverable in the future. The Company uses the asset and liability method of calculating deferred income taxes. This method results in the establishment of deferred tax assets and liabilities, calculated at currently enacted tax rates that are applied to the cumulative temporary differences between the financial statement and tax bases of assets and liabilities.

Property and Equipment - Property and equipment is generally depreciated or amortized over the estimated useful lives of the assets (two to 27 years), substantially by the straight-line method. Depreciation and amortization expenses related to property and equipment were $39.3, $33.0, and $28.3 in 2024, 2023, and 2022, respectively. Expenditures for maintenance and repairs are charged to income as incurred, and expenditures for major renewals and additions are capitalized as appropriate.

Title Plants and Records - Title plants and records are carried at original cost or appraised value at the date of purchase. Such values represent the cost of producing or acquiring interests in title records and indexes and the appraised value of purchased subsidiaries' title records and indexes at dates of acquisition. The cost of maintaining, updating, and operating title records is charged to income as incurred. Title records and indexes are ordinarily not amortized unless events or circumstances indicate that the carrying amount of the capitalized costs may not be recoverable.

Goodwill and Intangible Assets - Goodwill resulting from business combinations is not amortizable against operations but must be tested annually for possible impairment of its continued value. Intangible assets with definitive lives are amortized against future operating results; whereas indefinite-lived intangibles are tested annually for impairment. Annual testing did not result in any impairment charges for the periods presented, and reporting units with goodwill balances had estimated fair values in excess of their carrying values. The Company's consolidated goodwill balance of $179.6 and $178.3 as of December 31, 2024 and 2023, respectively, is included as part of other assets in the consolidated balance sheets. No significant changes to goodwill balances occurred in either period.

Employee Benefit Plans - The Company has a closed pension plan (the Plan) for certain employees under which benefits were frozen as of December 31, 2013. The Plan is a defined benefit plan pursuant to which pension payments are based primarily on years of service and employee compensation near retirement. As a result, eligible employees retain all of the vested rights as of the effective date of the freeze. While additional benefits no longer accrue, the Company's cumulative obligation continues to be subject to further adjustment due to changes in actuarial assumptions such as expected mortality, and changes in interest rates.

The funded status of a pension plan is measured as of December 31 of each year as the difference between the fair value of plan assets and the projected benefit obligation. The funded status of the Plan is recognized as a net pension asset or liability, as applicable, with offsetting entries reflected as a component of shareholders' equity in accumulated other comprehensive income, net of deferred taxes.

The Company also provides long-term incentive awards to certain employees under the 2022 Incentive Compensation Plan which was approved in May 2022. Stock options granted under this plan are valued using the Black-Scholes-Merton option pricing model and restricted stock awards, restricted stock unit awards, and performance-based restricted stock unit awards are granted at market price. The value of performance-based restricted stock unit awards earned depends on the level of achievement of performance objectives over the three-year performance period. The awards are generally expensed on a straight-line basis over the vesting period and forfeitures are accounted for as they occur.

Escrow Funds - Segregated cash deposit accounts and the offsetting liabilities for escrow deposits in connection with Title Insurance real estate transactions in the same amounts ($1,903.4 and $1,817.1 at December 31, 2024 and 2023, respectively) are not included as assets or liabilities in the accompanying consolidated balance sheets as the escrow funds are not available for regular operations.

Additional Paid-in Capital - Additional paid-in capital is comprised of the cumulative cash received by the Company in excess of the par value associated with shares issued, less the cumulative cash paid in excess of the par value of shares repurchased.

Treasury Stock - Treasury stock represents the Company’s previously issued shares of stock which have been repurchased by the Company. These shares are accounted for at the cost at which they were acquired. Treasury stock is typically impacted by repurchases of shares under the Board of Directors approved share repurchase programs.

Common Share Repurchases - Common shares acquired under share repurchase programs are generally retired, restoring them to authorized, unissued status. Repurchases of treasury stock above par value are first charged to additional paid-in capital, with any excess charged to retained earnings.

Note 2 - Disposition of RMIC Companies, Inc. (RMICC)

On November 11, 2023, a definitive agreement was reached to sell RMIC Companies, Inc. and its wholly-owned mortgage insurance subsidiaries (collectively, "RMICC") to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd. The sale closed effective May 31, 2024 with cash proceeds totaling $136.6.

As of December 31, 2023, the Company reported the assets and liabilities of RMICC as held-for-sale in the consolidated balance sheet with results reported in continuing operations in the consolidated statement of income. The Company determined that the transaction did not meet the criteria to be classified as a discontinued operation as it did not represent a strategic shift that had a major effect on the Company's operations and financial results. As a result of the sale, the Company realized a total loss of $51.0, recorded in net investment gains (losses), of which $45.6 was recorded in 2023, and $5.4 during 2024 to offset RMICC's operating income through May 31, 2024, given that the sale proceeds were based on its December 31, 2023 closing balance sheet.

The table below reflects the carrying amounts of assets and liabilities held-for-sale as of December 31, 2023 and transferred with the sale at May 31, 2024:

	May 31, 2024		December 31, 2023
Assets:
Investments:
Fixed income securities (at fair value)	$	16.8	$	29.8
Short-term investments (at fair value which approximates cost)	205.5		191.3
Total investments	222.4		221.2
Cash	4.1		0.8
Accrued investment income	0.1		0.9
Accounts and notes receivable	0.5		0.5
Federal income tax recoverable: Current	—		2.2
Deferred	0.2		0.2
Other assets (a)	0.8		(31.1)
Total assets	$	228.3	$	194.8
Liabilities:
Policy liabilities:
Loss and loss adjustment expense reserves	$	49.6	$	54.9
Unearned premiums	—		0.1
Total policy liabilities	49.7		55.0
Commissions, expenses, fees, and taxes	0.1		1.2
Federal income tax payable: Current	0.3		—
Other liabilities	0.3		0.5
Total liabilities	$	50.5	$	56.8

_________

(a) Other assets as of December 31, 2023 is presented net of a valuation allowance of $34.5 which was recorded upon remeasurement of the disposal group to fair value.

Note 3 - Investments

The amortized cost and fair values by type and contractual maturity of fixed income securities are shown in the following tables. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.

	Amortized<br>Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Fair<br><br>Value
Fixed Income Securities by Type:
December 31, 2024:
Government & Agency	$	1,950.5	$	2.7	$	61.3	$	1,891.9
Municipal	319.6		—		1.6		317.9
Corporate	9,905.8		76.7		100.8		9,881.7
	$	12,175.9	$	79.4	$	163.8	$	12,091.5
December 31, 2023:
Government & Agency	$	1,920.3	$	3.2	$	64.6	$	1,858.9
Municipal	774.5		0.2		7.1		767.6
Corporate	9,568.1		135.5		190.3		9,513.3
	$	12,263.0	$	139.0	$	262.0	$	12,139.9
	Amortized<br>Cost		Fair<br><br>Value
---	---	---	---	---
Fixed Income Securities Stratified by Contractual Maturity at December 31, 2024:
Due in one year or less	$	1,444.1	$	1,437.4
Due after one year through five years	5,831.1		5,787.7
Due after five years through ten years	4,556.6		4,529.9
Due after ten years	343.9		336.4
	$	12,175.9	$	12,091.5

Bonds and other investments with a carrying value of $979.6 and $946.0 as of December 31, 2024 and 2023, respectively, were on deposit with governmental authorities by the Company's insurance subsidiaries to comply with state insurance laws.

The following table reflects the Company's gross unrealized losses and fair value of fixed income securities, aggregated by category and length of time that individual securities have been in an unrealized loss position.

	Less than 12 Months				12 Months or Greater				Total
	Fair<br>Value		Unrealized Losses		Fair<br>Value		Unrealized Losses		Fair<br>Value		Unrealized Losses
December 31, 2024:
Fixed Income Securities:
Government & Agency	$	678.0	$	17.9	$	679.2	$	43.4	$	1,357.3	$	61.3
Municipal	14.4		—		289.2		1.6		303.6		1.6
Corporate	3,683.0		57.1		1,763.2		43.6		5,446.2		100.8
	$	4,375.5	$	75.0	$	2,731.7	$	88.7	$	7,107.2	$	163.8
December 31, 2023:
Fixed Income Securities:
Government & Agency	$	461.0	$	2.7	$	1,179.3	$	61.8	$	1,640.4	$	64.6
Municipal	173.1		0.8		554.7		6.2		727.9		7.1
Corporate	853.3		8.2		4,270.9		182.0		5,124.3		190.3
	$	1,487.6	$	11.8	$	6,005.1	$	250.2	$	7,492.7	$	262.0

In the above tables, the unrealized losses on fixed income securities are deemed to reflect changes in the interest rate environment. As part of its assessment of credit losses, the Company considers whether it intends to sell or is more likely than not required to sell securities, principally in consideration of its asset and liability maturity matching objectives. No impairment losses were recorded in 2024. Net realized investment gains (losses) for the year ended December 31, 2023 included impairment charges of $6.2 primarily related to the Company's intent to sell and subsequent disposal of fixed income securities to facilitate certain structural changes to a deferred compensation plan, and a small credit loss. Net realized investment gains (losses) for the year ended December 31, 2022 included $123.5 of impairment losses on fixed income securities, also related to management's assessment of its intent to sell, primarily driven by tax planning considerations. The Company's allowance for credit losses was $1.6 as of both December 31, 2024 and 2023.

The following table shows cost and fair value information for equity securities:

	Equity Securities
	Cost		Gross<br>Unrealized<br>Gains		Gross<br>Unrealized<br>Losses		Fair<br><br>Value
December 31, 2024	$	1,410.7	$	1,148.6	$	18.6	$	2,540.7
December 31, 2023	$	1,511.9	$	1,164.7	$	15.7	$	2,660.8

Changes in the fair value of equity securities still held at December 31, 2024, 2023, and 2022 were $184.0, $28.2, and $42.3, respectively, for the years then ended.

Fair Value Measurements - Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources (inputs) used to measure fair value into three broad levels:

•Level 1 inputs are based on quoted market prices in active markets;

•Level 2 observable inputs are based on corroboration with available market data;

•Level 3 unobservable inputs are based on uncorroborated market data or a reporting entity's own assumptions.

The following is a description of the valuation methodologies and general classification used for financial instruments measured at fair value.

The Company uses quoted values and other data provided by nationally recognized independent pricing sources as inputs into its quarterly process for determining fair values of fixed income and equity securities. To validate the techniques or models used by pricing sources, the Company's review process includes, but is not limited to: (i) initial and ongoing evaluation of methodologies used by outside parties to calculate fair value; and (ii) comparisons with other sources including the fair value estimates based on current market quotations, and with independent fair value estimates provided by the independent investment custodian. Independent pricing sources obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and use their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the independent pricing source uses observable market inputs including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades, and sector groupings to determine a reasonable fair value.

Level 1 securities include U.S. and Canadian Treasury notes, publicly traded common stocks, mutual funds, and short-term investments in highly liquid money market instruments. Level 2 securities generally include corporate bonds, municipal bonds, and certain U.S. and Canadian government agency securities. Securities classified within Level 3 include non-publicly traded bonds and equity securities. There were no significant changes in the fair value of Level 3 assets as of December 31, 2024 and 2023.

The following tables show a summary of the fair value of financial assets segregated among the various input levels described above:

	Fair Value Measurements
As of December 31, 2024:	Level 1		Level 2		Level 3		Total
Fixed income securities:
Government & Agency	$	1,652.7	$	239.1	$	—	$	1,891.9
Municipal	—		317.9		—		317.9
Corporate	—		9,862.2		19.4		9,881.7
Short-term investments	1,403.7		—		—		1,403.7
Equity securities	$	2,538.5	$	—	$	2.1	$	2,540.7
As of December 31, 2023:
Fixed income securities:
Government & Agency	$	1,379.8	$	479.1	$	—	$	1,858.9
Municipal	—		767.6		—		767.6
Corporate	—		9,493.7		19.5		9,513.3
Short-term investments	1,032.6		—		—		1,032.6
Equity securities	$	2,653.8	$	—	$	7.0	$	2,660.8

There were no transfers between Levels 1, 2, or 3 during 2024 or 2023.

The following table reflects the composition of net investment income, net realized gains or losses, and the net change in unrealized investment gains or losses for each of the years shown.

Years Ended December 31:	2024		2023		2022
Investment income from:
Fixed income securities	$	521.0	$	438.8	$	314.4
Equity securities	79.3		92.1		132.5
Short-term investments	72.8		50.9		17.9
Other investments (a)	27.6		17.0		4.3
Gross investment income	700.8		598.9		469.3
Investment expenses (a)	27.7		20.6		9.7
Net investment income	$	673.1	$	578.3	$	459.5
Net investment gains (losses):
Realized from actual transactions:
Fixed income securities:
Gains	$	2.7	$	1.2	$	2.6
Losses	(114.8)		(181.9)		(190.2)
Net	(112.1)		(180.7)		(187.6)
Equity securities:
Gains	208.1		214.5		486.5
Losses	(1.5)		(51.4)		(111.9)
Net	206.5		163.0		374.5
Other investments, net	—		2.4		(1.2)
Total realized from actual transactions	94.3		(15.2)		185.7
From impairments (b)	(5.4)		(51.8)		(123.5)
From unrealized changes in fair value of equity securities	(18.9)		(123.9)		(263.4)
Total realized and unrealized investment gains (losses)	69.9		(190.9)		(201.1)
Current and deferred income taxes (credits)	14.2		(40.0)		(42.5)
Net of tax realized and unrealized investment gains (losses)	$	55.7	$	(150.8)	$	(158.6)
Changes in unrealized investment gains (losses)
reflected directly in shareholders' equity on:
Fixed income securities	$	39.5	$	464.1	$	(824.7)
Less: Deferred income taxes (credits)	8.7		97.7		(174.1)
	30.7		366.3		(650.5)
Other investments	0.1		5.7		(8.5)
Less: Deferred income taxes (credits)	—		1.1		(1.8)
	0.1		4.5		(6.7)
Net changes in unrealized investment gains (losses), net of tax	$	30.9	$	370.8	$	(657.3)

_________

(a) Includes interest on funds held.

(b) Includes loss on sale of RMICC for 2023 and 2024, respectively, as described in Note 2.

Note 4 - Deferred Policy Acquisition Costs

The following table shows the components of deferred policy acquisition costs:

Years Ended December 31:	2024		2023		2022
Deferred, beginning of year	$	417.8	$	382.5	$	350.4
Policy acquisition costs deferred:
Commissions, net of reinsurance	645.6		495.0		423.3
Premium taxes	173.0		161.0		147.1
Salaries and other underwriting expenses	64.7		59.3		53.0
Subtotal	883.5		715.3		623.5
Amortization charged to income	(770.0)		(680.1)		(591.4)
Change for the year	113.4		35.2		32.0
Deferred, end of year	$	531.3	$	417.8	$	382.5

The Company recently added a large auto warranty account that requires recording premiums and commissions that represent the mark-up a dealer charges for the insurance policy issued by the Company. This retail mark-up effectively increases premiums with an offset to commissions, both of which are subject to deferral and amortization over the life of the policy.

Note 5 - Loss and Loss Adjustment Expenses

The following table shows changes in aggregate reserves for the Company's loss and loss adjustment expenses:

Years Ended December 31:	2024 (a)		2023		2022
Gross reserves at beginning of year	$	12,538.2	$	12,221.5	$	11,425.5
Less: reinsurance losses recoverable	4,977.7		4,699.5		4,125.3
Net reserves at beginning of year:
Specialty Insurance	6,955.2		6,824.8		6,587.0
Title Insurance	598.5		612.8		594.2
Other	6.6		84.2		118.9
Subtotal	7,560.4		7,521.9		7,300.2
Incurred loss and loss adjustment expenses:
Provisions for insured events of the current year:
Specialty Insurance	3,081.9		2,770.7		2,545.1
Title Insurance	89.8		93.6		139.6
Other	7.0		22.4		26.3
Subtotal	3,178.8		2,886.8		2,711.1
Change in provision for insured events of prior years:
Specialty Insurance	(106.2)		(234.0)		(193.1)
Title Insurance	(43.6)		(44.9)		(50.4)
Other	(1.9)		(26.9)		(39.0)
Subtotal	(151.9)		(305.8)		(282.6)
Total incurred loss and loss adjustment expenses	3,026.8		2,581.0		2,428.4
Payments:
Loss and loss adjustment expenses attributable to
insured events of the current year:
Specialty Insurance	1,004.7		930.6		834.4
Title Insurance	11.1		14.4		13.1
Other	3.0		4.8		5.0
Subtotal	1,018.8		949.8		852.7
Loss and loss adjustment expenses attributable to
insured events of prior years:
Specialty Insurance	1,584.6		1,475.6		1,279.8
Title Insurance	60.8		48.7		57.3
Other	2.3		13.3		16.8
Subtotal	1,647.8		1,537.7		1,354.0
Total payments	2,666.7		2,487.6		2,206.7
RFIG Run-off reserves reclassified to liabilities held-for-sale (a)	—		54.9		—
Net reserves at end of year:
Specialty Insurance	7,341.5		6,955.2		6,824.8
Title Insurance	572.7		598.5		612.8
Other	6.4		6.6		84.2
Subtotal	7,920.6		7,560.4		7,521.9
Reinsurance losses recoverable	5,807.1		4,977.7		4,699.5
Gross reserves at end of year	$	13,727.7	$	12,538.2	$	12,221.5

_________

(a) RFIG Run-off reserves were classified as held-for-sale as of December 31, 2023 in the consolidated balance sheet. Loss reserve activity for this business, which was immaterial for 2024, is excluded from the 2024 column of the table above. See Note 2 for further discussion.

For the three most recent calendar years, the above table indicates that the one-year development of consolidated reserves at the beginning of each year produced favorable developments of 2.0%, 4.1%, and 3.9% for 2024, 2023, and 2022, respectively, with average favorable annual developments of 3.3%. The Company believes that the factors most responsible, in varying and continually changing degrees, for favorable or unfavorable reserve developments include, as to many Specialty Insurance coverages, the effect of reserve discounts applicable to workers' compensation claims, changes in severity of litigated claims, governmental or judicially imposed retroactive conditions in the settlement of claims such as noted below in regard to black lung disease claims, changes in inflation rates applicable to repairs and the medical portion of claims, and changes in the emergence of claims incurred but not

reported patterns, in particular with certain types of claims such as those stemming from litigated, assumed reinsurance, or A&E claims.

The favorable development experienced by Specialty Insurance came predominantly from the workers’ compensation and to a lesser extent, commercial auto and property lines of coverage, partially offset by unfavorable development from the general liability and financial indemnity lines of coverage. All accident years between 2011-2020 developed favorably, with more recent years experiencing some unfavorable development. Favorable development experienced by Title Insurance occurred largely within the 2018-2021 years. In 2023, the favorable development experienced by Specialty Insurance came predominantly from the 2010-2022 accident years, driven by workers’ compensation and to a lesser extent, commercial auto lines of coverage, partially offset by unfavorable development from the general liability line of coverage. Favorable development experienced by Title Insurance occurred largely within the 2019-2021 years.

Federal Black Lung Regulations

A&E Reserves

At December 31, 2024 and 2023, Old Republic's aggregate loss and loss adjustment expense reserves specifically identified with A&E exposures amounted to approximately $167.6 and $130.6 gross, respectively, and $106.5 and $87.5 net of reinsurance, respectively.

Over time, the Executive Branch and/or the Congress of the United States have proposed or considered changes in the legislation and rules affecting the determination of liability for A&E claims. As of December 31, 2024, however, there is no solid evidence to suggest that possible future changes might mitigate or reduce some or all of these claim exposures. Because of the above issues and uncertainties, estimation of reserves for losses and allocated loss adjustment expenses for A&E claims is much more difficult to quantify with a high degree of precision. Accordingly, no representation can be made that the Company's reserves for such claims and related costs will not prove to be overstated or understated in the future. In 2024, the Company responded to industry severity trends by considerably increasing A&E reserves (reported in general liability) on both a gross and a net basis. Based on average annual claims payments during the five most recent calendar years, such reserves represented a paid loss survival ratio of 8.3 years (gross) and 8.4 years (net of reinsurance) as of December 31, 2024, and 6.6 years (gross) and 7.4 years (net of reinsurance) as of December 31, 2023. Fluctuations in this ratio between years can be caused by the inconsistent pay-out patterns associated with these types of claims. For the five years ended December 31, 2024, incurred A&E claim and related loss settlement costs have averaged 0.7% of average annual Specialty Insurance loss and loss adjustment expenses.

The following represents the Company's incurred and paid loss development tables for the major types of insurance coverages as of December 31, 2024. The information about incurred and paid claims development for the years ended December 31, 2014 to 2022 is presented as supplementary information.

Workers' Compensation
	Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance (Undiscounted)																				As of December 31, 2024
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses		Cumulative Number of Reported Losses*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	794.3	$	792.6	$	787.3	$	785.5	$	769.1	$	742.4	$	695.8	$	659.8	$	622.3	$	601.1	$	56.0	55,251
2016			756.1		752.9		745.7		730.5		712.6		692.8		624.2		584.9		557.6		65.5		52,506
2017					727.0		713.9		700.3		683.4		676.3		654.2		609.3		578.8		71.0		51,806
2018							698.6		691.5		681.0		665.9		644.8		605.4		562.3		98.4		52,409
2019									664.6		657.4		653.2		667.5		658.8		634.4		119.4		51,939
2020											560.9		569.4		571.7		574.7		581.0		132.8		45,937
2021													500.3		502.4		493.8		486.4		126.5		46,678
2022															488.1		487.4		493.4		138.6		47,205
2023																	491.7		498.5		191.5		46,735
2024																			495.3		274.1		36,224
																	Total		$	5,489.2	(A)
* Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available.																								Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	109.0	$	274.9	$	379.3	$	435.1	$	466.7	$	484.7	$	499.8	$	507.3	$	512.7	$	515.9
2016			102.5		253.5		334.4		383.5		408.4		425.2		435.8		442.5		448.9
2017					99.6		244.6		334.8		383.1		414.3		444.1		453.5		463.6
2018							94.8		240.6		320.5		367.2		396.8		416.0		426.4
2019									102.9		239.8		329.6		382.3		412.2		441.4
2020											84.3		211.6		284.3		329.7		363.7
2021													80.1		187.8		252.9		289.3
2022															74.2		188.2		256.1
2023																	75.5		197.2
2024																			84.8
																	Total		$	3,487.8	(B)
Net incurred loss and allocated loss adjustment expenses (A)																			$	5,489.2
Less: net paid loss and allocated loss adjustment expenses (B)																			3,487.8
Subtotal																			2,001.3
All outstanding liabilities before 2015, net of reinsurance																			774.9
Liabilities for loss and allocated loss adjustment expenses, net of reinsurance																			$	2,776.3
Commercial Auto
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance																				As of December 31, 2024
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses		Cumulative Number of Reported Losses*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	712.4	$	710.5	$	729.7	$	721.4	$	720.7	$	703.4	$	700.6	$	699.9	$	699.5	$	699.3	$	1.0	104,832
2016			755.9		768.9		786.0		780.8		779.3		762.1		754.9		752.9		752.7		3.3		110,773
2017					788.7		819.1		869.2		874.4		867.9		847.1		843.0		837.5		3.8		117,666
2018							883.2		947.9		989.9		992.1		976.1		971.3		967.9		13.9		129,379
2019									931.1		959.7		954.8		947.4		942.0		943.4		16.1		138,817
2020											941.1		913.7		854.0		845.5		820.4		37.5		118,255
2021													989.4		954.6		935.3		931.1		62.3		126,584
2022															1,074.2		1,044.5		1,021.2		78.0		127,282
2023																	1,204.1		1,225.5		98.7		130,069
2024																			1,367.9		7.4		110,870
																			$	9,567.2	(A)
* Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available.																								Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	265.1	$	438.9	$	541.8	$	626.2	$	669.7	$	680.6	$	687.3	$	693.0	$	695.4	$	696.7
2016			290.2		469.6		585.1		677.8		710.8		725.5		737.3		742.7		747.1
2017					307.9		512.0		657.1		746.5		791.2		814.1		826.9		832.7
2018							330.0		557.5		730.4		836.7		900.0		924.1		941.8
2019									330.4		549.0		681.6		787.2		875.3		906.8
2020											290.1		464.3		602.2		692.7		745.5
2021													302.7		508.6		662.9		778.6
2022															354.8		606.8		761.9
2023																	424.4		706.6
2024																			463.9
																			$	7,582.0	(B)
Net incurred loss and allocated loss adjustment expenses (A)																			$	9,567.2
Less: net paid loss and allocated loss adjustment expenses (B)																			7,582.0
Subtotal																			1,985.2
All outstanding liabilities before 2015, net of reinsurance																			7.9
Liabilities for loss and allocated loss adjustment expenses, net of reinsurance																			$	1,993.2
General Liability
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance																				As of December 31, 2024
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses		Cumulative Number of Reported Losses*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	96.0	$	96.3	$	99.2	$	102.3	$	104.8	$	105.8	$	99.8	$	99.2	$	99.0	$	100.2	$	12.5	5,191
2016			92.4		96.7		98.8		100.3		101.0		104.4		98.8		95.9		92.9		11.6		82,877
2017					111.2		121.4		129.6		132.8		135.2		138.0		143.9		146.4		16.7		459,840
2018							120.5		119.7		125.1		135.5		141.9		152.0		148.9		22.8		460,877
2019									133.5		131.9		138.7		146.0		146.9		147.1		31.1		375,121
2020											112.4		111.7		114.9		116.1		121.1		42.8		5,221
2021													94.2		92.7		99.0		111.6		31.9		4,890
2022															97.8		100.7		110.4		36.4		4,733
2023																	132.6		138.7		66.4		18,353
2024																			201.3		140.8		11,814
																			$	1,319.0	(A)
* Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as loss frequency information is not available. The increases beginning in 2016 are due to the addition of a national account with higher frequency yet lower severity than the existing book of business for accident years 2016 through 2019.																								Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	6.3	$	16.0	$	29.5	$	47.4	$	64.5	$	70.7	$	75.0	$	79.9	$	82.5	$	84.3
2016			7.1		18.5		34.8		47.7		58.0		66.9		71.9		75.1		77.7
2017					5.7		25.9		50.1		76.9		95.5		105.3		113.2		120.3
2018							6.9		28.8		48.9		71.0		91.0		102.0		113.8
2019									6.4		29.5		53.4		72.1		87.8		102.0
2020											4.2		12.4		28.5		45.0		66.2
2021													5.6		14.7		30.9		50.7
2022															6.4		22.2		39.4
2023																	3.9		22.3
2024																			6.4
																			$	683.6	(B)
Net incurred loss and allocated loss adjustment expenses (A)																			$	1,319.0
Less: net paid loss and allocated loss adjustment expenses (B)																			683.6
Subtotal																			635.3
All outstanding liabilities before 2015, net of reinsurance																			181.6
Liabilities for loss and allocated loss adjustment expenses, net of reinsurance																			$	817.0
Financial Indemnity
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Incurred Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance																				As of December 31, 2024
																					Total of Incurred-but-Not-Reported Liabilities Plus Expected Development on Reported Losses		Cumulative Number of Reported Losses*
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	73.4	$	68.2	$	64.8	$	63.7	$	63.1	$	62.8	$	64.7	$	71.6	$	67.6	$	67.2	$	3.7	7,180
2016			75.4		77.4		75.0		74.5		73.8		72.9		68.2		67.9		67.9		5.5		8,706
2017					100.4		103.9		102.2		101.1		100.9		95.7		94.8		94.9		11.4		14,322
2018							120.8		112.7		113.3		124.2		161.6		161.4		161.5		19.1		19,705
2019									149.5		139.7		135.1		193.5		191.9		193.3		14.0		20,857
2020											156.9		153.1		148.2		146.1		144.0		46.2		14,578
2021													177.8		170.0		169.1		177.6		84.6		6,374
2022															182.2		184.4		196.9		91.4		3,967
2023																	173.6		197.5		109.3		5,164
2024																			158.0		128.2		5,016
																			$	1,459.1	(A)
* Reported losses are accumulated on an individual claimant basis and exclude external reinsurance assumed and participation in residual market pools as claim frequency information is not available.																								Cumulative Paid Loss and Allocated Loss Adjustment Expenses, Net of Reinsurance
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	For the Years Ended December 31,
Accident	Supplementary Information (Unaudited)
Year	2015		2016		2017		2018		2019		2020		2021		2022		2023		2024
2015	$	17.3	$	29.2	$	44.8	$	47.0	$	58.2	$	58.2	$	58.4	$	63.6	$	63.5	$	63.5
2016			23.2		39.5		44.4		51.9		56.0		56.3		56.2		62.3		62.2
2017					38.1		62.2		63.4		65.9		76.2		76.6		76.7		82.8
2018							42.5		66.3		82.9		94.2		110.3		124.2		135.5
2019									46.4		74.2		84.8		115.4		138.1		159.0
2020											31.2		45.7		48.2		64.2		70.2
2021													14.4		24.7		31.0		51.2
2022															8.3		27.8		52.3
2023																	15.7		44.9
2024																			20.1
																			$	742.1	(B)
Net incurred loss and allocated loss adjustment expenses (A)																			$	1,459.1
Less: net paid loss and allocated loss adjustment expenses (B)																			742.1
Subtotal																			717.0
All outstanding liabilities before 2015, net of reinsurance																			(1.7)
Liabilities for loss and allocated loss adjustment expenses, net of reinsurance																			$	715.2

The following represents a reconciliation of the incurred and paid loss development tables to total loss and loss adjustment expense reserves as reported in the consolidated balance sheets.

	December 31,
	2024		2023
Net loss and allocated loss adjustment expense reserves:
Workers' compensation (a)	$	2,604.5	$	2,725.3
Commercial auto	1,993.2		1,808.4
General liability	817.0		705.5
Financial indemnity	715.2		652.7
Other short-duration insurance coverages	903.2		759.8
Subtotal	7,033.3		6,651.9
Reinsurance recoverable on loss reserves:
Workers' compensation	2,048.4		1,998.2
Commercial auto	2,295.3		1,684.4
General liability	946.5		813.2
Financial indemnity	211.4		221.0
Other short-duration insurance coverages	302.9		256.9
Subtotal	5,804.7		4,973.6
Insurance coverages other than short-duration (b)	539.6		566.4
Unallocated loss adjustment expense reserves (c)	350.0		346.1
	889.6		912.6
Gross loss and loss adjustment expense reserves	$	13,727.7	$	12,538.2

__________

(a) Certain long-term disability type workers' compensation reserves are discounted to present value based on interest rates typically ranging from 3.0% to 3.5%. The amount of discount reflected in the year-end net reserves totaled $171.8 and $179.9 as of December 31, 2024 and 2023, respectively. Interest accretion of $29.2, $25.6, and $9.6 for the years ended December 31, 2024, 2023, and 2022, respectively, was recognized as unfavorable development of prior year reserves within loss and loss adjustment expenses in the consolidated statements of income.

(b) RFIG Run-off loss reserves of $53.6 were classified as held-for-sale as of December 31, 2023. See Note 2 for further discussion.

(c) RFIG Run-off unallocated loss adjustment expense reserves of $1.2 were classified as held-for-sale as of December 31, 2023. See Note 2 for further discussion.

The table below is supplementary information and presents the historical average annual percentage payout of incurred losses by age, net of reinsurance.

	Supplementary Information (Unaudited)
	Year 1		Year 2		Year 3		Year 4		Year 5		Year 6		Year 7		Year 8		Year 9		Year 10
Workers' compensation	16.5	%	24.3	%	14.4	%	8.3	%	5.2	%	3.8	%	2.0	%	1.4	%	1.0	%	0.5	%
Commercial auto	35.4	%	23.4	%	16.0	%	11.5	%	6.4	%	2.4	%	1.5	%	0.7	%	0.5	%	0.2	%
General liability	4.7	%	12.1	%	15.1	%	15.6	%	13.7	%	7.9	%	5.8	%	4.4	%	2.7	%	1.8	%
Financial indemnity	20.5	%	15.2	%	8.2	%	8.9	%	9.9	%	4.0	%	1.8	%	7.7	%	(0.1)	%	—	%

Note 6 - Reinsurance and Retention Limits

In order to maintain premium production within its capacity and limit maximum losses for which it might become liable under its policies, Old Republic, as is common practice in the insurance industry, may cede a portion or all of its premiums and related liabilities on certain classes of insurance, individual policies, or blocks of business to other insurers and reinsurers. Although the ceding of insurance does not ordinarily discharge an insurer from its direct liability to a policyholder, it is industry practice to establish the reinsured part of risks as the liability of the reinsurer. Old Republic also employs retrospective premium and a large variety of risk-sharing procedures and arrangements for parts of its business in order to reduce underwriting losses for which it might become liable under insurance policies it issues. To the extent that any reinsurance companies, retrospective related risks, or producers might be unable to meet their obligations under existing reinsurance, retrospective insurance and production agreements, Old Republic would be liable for the defaulted amounts. The Company generally protects itself by withholding funds, securing

indemnity agreements, obtaining surety bonds, or otherwise collateralizing such obligations through irrevocable letters of credit, cash, or securities.

Except as noted in the following paragraph, reinsurance protection on property and liability coverages generally limits the net loss from any one event to a maximum of: $5.2 for workers' compensation; $7.9 for commercial auto liability; $7.9 for general liability; $14.8 for directors & officers (D&O); $2.2 for aviation; and $23.1 for property coverages. Title insurance risk assumptions are generally limited to a maximum of $500.0 as to any one policy. The vast majority of title policies issued, however, carry exposures of less than $1.0.

The Company maintains treaty and facultative reinsurance coverage for its workers' compensation exposures. Pursuant to regulatory requirements, however, all workers' compensation primary insurers such as the Company remain liable for unlimited amounts in excess of reinsured limits. Other than the substantial concentration of workers' compensation losses caused by the September 11, 2001 terrorist attack on America, to the best of the Company's knowledge there had not been a similar accumulation of claims in a single location from a single occurrence prior to that event. Nevertheless, the possibility continues to exist that non-reinsured losses could, depending on a wide range of severity and frequency assumptions, aggregate several hundred million dollars to an insurer such as the Company. Such aggregation of losses could occur in the event of a catastrophe such as an earthquake that could lead to the death or injury of a large number of persons concentrated in a single facility such as a high-rise building.

Reinsurance ceded by the Company's insurance subsidiaries in the ordinary course of business is typically placed on an excess of loss basis. Under excess of loss reinsurance agreements, the companies are generally reimbursed for losses exceeding contractually agreed-upon levels. Quota share reinsurance is most often effected between the Company's insurance subsidiaries and industry-wide assigned risk plans or captive insurers owned by insureds. Under quota share reinsurance, the Company remits to the assuming entity an agreed-upon percentage of premiums written and is reimbursed for underwriting expenses and proportionately related claims costs.

Reinsurance recoverable asset balances represent amounts due from or credited by assuming reinsurers for paid and unpaid loss and unearned premium and policy reserves. Such reinsurance balances are recoverable from nonadmitted foreign and certain other reinsurers, such as captive insurance companies owned by insureds or business producers, as well as similar balances or credits arising from policies that are retrospectively rated or subject to insureds' high deductible retentions that are substantially collateralized by irrevocable letters of credit, securities, and other financial instruments. Old Republic evaluates on a regular basis the financial condition of its assuming reinsurers and insureds who purchase its retrospectively rated or high deductible policies. Estimates of credit losses are included in the Company's net loss and loss adjustment expense reserves since reinsurance, retrospectively rated, and self-insured deductible policies and contracts do not relieve Old Republic from its direct obligations to insureds or their beneficiaries. See Note 10 for further discussion.

At December 31, 2024, the Specialty Insurance segment's ten largest reinsurers represented approximately 64% of the total consolidated reinsurance recoverable on paid and unpaid losses, with Day One Insurance, Inc. the largest reinsurer, representing 24.6% of the total recoverable balance. Of the balances due from these ten reinsurers, 38.6% was recoverable from domestic unrated companies, 32.3% from A or better rated reinsurance companies, 25.6% from foreign unrated companies, and 3.5% from industry-wide insurance assigned risk pools.

The following information relates to reinsurance and related data for the Specialty Insurance segment for the three years ended December 31, 2024. Reinsurance transactions of the Title Insurance segment and the small life and accident insurance operation are not material.

Years Ended December 31:		2024		2023		2022
Specialty Insurance
Written premiums:	Direct	$	7,706.9	$	6,776.4	$	6,263.3
	Assumed	106.8		96.6		90.0
	Ceded	$	2,783.2	$	2,516.7	$	2,375.1
Earned premiums:	Direct	$	7,221.8	$	6,513.2	$	6,021.0
	Assumed	108.0		94.7		87.1
	Ceded	$	2,652.8	$	2,488.6	$	2,299.5
Losses ceded		$	2,585.1	$	1,795.9	$	1,677.3

Note 7 - Income Taxes

The provision for combined current and deferred income taxes (credits) reflected in the consolidated statements of income may not bear the usual relationship to income before income taxes (credits) as the result of permanent and other differences between pretax income or loss and taxable income or loss determined under existing tax regulations. The more significant differences, their effect on the statutory income tax rate (credit), and the resulting effective income tax rates (credits) are summarized below:

Years Ended December 31:	2024		2023		2022
Statutory tax rate	21.0	%	21.0	%	21.0	%
Tax rate increases (decreases):
Tax-exempt interest	(0.2)		(0.4)		(0.3)
Dividends received exclusion	(0.6)		(1.0)		(1.3)
Meals and entertainment	0.3		0.3		0.2
Equity compensation	(0.2)		(0.1)		0.2
Other items - net	—		0.1		0.1
Effective tax rate	20.3	%	19.9	%	19.9	%

The tax effects of temporary differences that give rise to significant portions of the Company's net deferred tax assets (liabilities) are as follows at the dates shown:

December 31:	2024		2023		2022
Deferred Tax Assets:
Loss and loss adjustment expense reserves	$	210.8	$	214.9	$	218.6
Pension and deferred compensation plans	18.9		23.8		22.6
Realized loss from sale of mortgage insurance business	—		9.5		—
Net operating loss carryforward	3.4		5.5		7.6
AMT credit carryforward	9.0		9.0		9.0
Operating leases	42.9		46.4		46.7
Other temporary differences	28.0		16.3		17.1
Total deferred tax assets	313.0		325.4		321.6
Deferred Tax Liabilities:
Unearned premium reserves	23.9		46.3		63.3
Deferred policy acquisition costs	110.4		82.8		76.0
Amortization of fixed income securities	24.5		14.6		6.8
Net unrealized investment gains	219.1		214.4		141.3
Title plants and records	2.8		2.8		2.8
Tax reform transition adjustment on loss and loss adjustment
expense reserves	3.2		6.7		10.3
Operating leases	37.7		40.9		41.9
Other temporary differences	20.5		22.5		20.1
Total deferred tax liabilities	442.1		431.0		362.5
Net deferred tax liabilities (a)	$	(129.1)	$	(105.6)	$	(40.9)

__________

(a) RFIG Run-off deferred tax assets of $0.3 and deferred tax liabilities of $0.1 were reclassified as held-for-sale as of December 31, 2023. See Note 2 for further discussion.

At December 31, 2024, the Company had an available net operating loss (NOL) carryforward of $16.6 which will expire in years 2025 through 2029, and a $9.0 alternative minimum tax (AMT) credit carryforward. The NOL carryforward is subject to the limitations set by Section 382 of the Internal Revenue Code and is available to reduce future years' taxable income by a maximum of $9.8 each year until expiration.

In valuing the deferred tax assets, the Company considered certain factors including primarily the scheduled reversals of certain deferred tax liabilities, estimates of future taxable income, the impact of available carryback and carryforward periods, as well as the availability of certain tax planning strategies. The Company estimates that all gross deferred tax assets at year-end 2024 will more likely than not be fully realized.

Tax positions taken or expected to be taken in a tax return by the Company are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. To the best of management's knowledge there are no tax uncertainties that are expected to result in significant increases or decreases to unrecognized tax benefits within the next twelve month period. The Company views its income tax exposures as primarily consisting of timing differences whereby the ultimate deductibility of a taxable amount is highly certain but the timing of its deductibility is uncertain. Such differences relate principally to the timing of deductions for loss and unearned premium reserves. As in prior examinations, the Internal Revenue Service (IRS) could assert that loss reserve deductions were overstated thereby reducing the Company's statutory taxable income in any particular year. The Company believes that it establishes its reserves fairly and consistently at each balance sheet date, and that it would succeed in defending its tax position in these regards. Because of the impact of deferred tax accounting, the possible accelerated payment of tax to the IRS would not necessarily affect the annual effective tax rate. The Company classifies interest and penalties as income tax expense in the consolidated statements of income. The Company is not currently under audit by the IRS and 2021 and subsequent tax years remain open.

The Inflation Reduction Act (IRA) was enacted into law on August 16, 2022, which, among its many elements, imposes a Corporate Alternative Minimum Tax (CAMT) on the adjusted financial statement income at the rate of 15% for tax periods beginning on or after January 1, 2023. The Company, as a member of a controlled group, has determined it is subject to the CAMT calculations for the year ended December 31, 2024. However, the Company expects to be a regular taxpayer and not a CAMT taxpayer.

A Federal Excise Tax (FET) was enacted at the rate of 1% on all corporate stock buybacks effective January 1, 2023. The Company is subject to the FET, and an immaterial amount of excise tax incurred on stock repurchases has been recognized as part of the cost basis of the treasury stock acquired.

The Organization for Economic Co-operation and Development (OECD) released Pillar Two Model Rules ("Pillar 2"), a framework to implement a global minimum corporate tax of 15% for multinational companies with global revenues and profits above certain thresholds, effective beginning January 1, 2024. While it is uncertain whether the United States will enact legislation to adopt Pillar 2, Canada, in which the Company operates, adopted legislation effective January 1, 2024. The Company performed an analysis of the Canadian legislation and determined it does not have a Pillar 2 obligation in Canada as of December 31, 2024, and will continue to monitor future implications of the framework, which are not expected to be material to the Company.

Note 8 - Employee Benefit Plans

Pension Benefits

The funded status of the Company's pension plan is reflected below.

Years Ended December 31:	2024		2023		2022
Projected benefit obligation at beginning of year	$	456.4	$	452.8	$	604.6
Increases (decreases) during the year attributable to:
Interest cost	22.5		23.4		16.4
Actuarial (gains) losses	(18.7)		10.9		(138.7)
Benefits paid	(32.1)		(30.7)		(29.5)
Net increase (decrease) for the year	(28.2)		3.6		(151.8)
Projected benefit obligation at end of year	$	428.2	$	456.4	$	452.8	Years Ended December 31:	2024	2023	2022
---	---	---	---	---	---	---
Fair value of net assets available for plan benefits
At beginning of the year	$	520.6	$	507.1	$	556.0
Increases (decreases) during the year attributable to:
Actual return on plan assets	30.7		44.2		(19.2)
Benefits paid	(32.1)		(30.7)		(29.5)
Net increase (decrease) for year	(1.3)		13.4		(48.8)
Fair value of net assets available for plan benefits
At end of the year	$	519.2	$	520.6	$	507.1
Funded status	$	91.0	$	64.1	$	54.3
---	---	---	---	---	---	---
Amounts recognized in accumulated other comprehensive income	$	(5.9)	$	(27.8)	$	(38.5)

Funding of the Plan is dependent on a number of factors including actual performance versus actuarial assumptions made at the time of the actuarial valuation, as well as the maintenance of certain funding levels relative to regulatory requirements. The Company currently does not expect to make cash contributions in calendar year 2025 based on minimum funding requirements.

Net periodic pension expense (income) recognized during 2024, 2023, and 2022 was $(5.0), $0.9, and $(18.3), respectively.

The projected benefit obligation and net periodic benefit cost for the Plan were determined using the following weighted-average assumptions:

	Projected Benefit Obligation				Net Periodic Benefit Cost
As of December 31:	2024		2023		2024		2023		2022
Settlement discount rates	5.65	%	5.15	%	5.15	%	5.40	%	2.80	%
Long-term rates of return on plan assets	N/A		N/A		5.50	%	4.60	%	7.00	%

The assumed settlement discount rates were determined by matching the current estimate of the Plan's projected cash outflows against spot rate yields on a portfolio of high quality bonds as of the measurement date. To develop the expected long-term rate of return on assets assumption, historical returns, future return expectations for each asset class, as well as the target asset allocation of the pension portfolio were considered. The investment policy of the Plan takes into account the matching of assets and liabilities, appropriate risk aversion, liquidity needs, the preservation of capital, and the attainment of modest growth. The weighted-average asset allocations of the Plan were as follows:

					Current Investment Policy Asset Allocation % Range Target
As of December 31:	2024		2023
Equity securities: Common shares of Company stock	19.7	%	16.0	%	0% to 25%
Fixed income securities	72.9		78.1		75% to 100%
Other	7.4		5.9		1% to 10%
Total	100.0	%	100.0	%

Quoted values and other data provided by the respective investment custodians are used as inputs for determining fair value of the Plan's fixed income and equity securities. The custodians are understood to obtain market quotations and actual transaction prices for securities that have quoted prices in active markets and use their own proprietary method for determining the fair value of securities that are not actively traded. In general, these methods involve the use of "matrix pricing" in which the investment custodian uses observable market inputs, including, but not limited to, investment yields, credit risks and spreads, benchmarking of like securities, broker-dealer quotes, reported trades and sector groupings to determine a reasonable fair value.

The following tables present a summary of the Plan's assets segregated among the various input levels described in Note 3.

	Fair Value Measurements
As of December 31, 2024:	Level 1		Level 2		Level 3		Total
Equity securities: Company stock	$	102.3	$	—	$	—	$	102.3
Fixed income securities	2.9		375.7		—		378.6
Other	22.7		—		7.2		29.9
Total at fair value	$	128.1	$	375.7	$	7.2	511.0
Securities at net asset value							8.1
Total							$	519.2
As of December 31, 2023:
Equity securities: Company stock	$	83.1	$	—	$	—	$	83.1
Fixed income securities	3.7		402.7		—		406.5
Other	17.0		—		7.3		24.3
Total at fair value	$	103.9	$	402.7	$	7.3	514.0
Securities at net asset value							6.5
Total							$	520.6

Level 1 assets include U.S. Treasury notes, publicly traded common stocks, mutual funds, and short-term investments. Level 2 assets generally include corporate and government agency bonds. Level 3 assets primarily consist of an immediate participation guaranteed fund.

The following table presents a summary of the benefits expected to be paid as of December 31, 2024 for the next 10 years:

	2025		2026		2027		2028		2029		2030 and after
December 31, 2024	$	34.5	$	35.4	$	34.8	$	34.7	$	34.8	$	167.7

Stock-Based Compensation

As periodically amended, the Company has had a stock-based incentive compensation plan in effect for certain eligible employees since 1978. Stock-based compensation is currently awarded under the 2022 Incentive Compensation Plan (the 2022 Plan) which was adopted following approval by shareholders on May 26, 2022, thereby replacing the 2016 Incentive Compensation Plan (the 2016 Plan). Under the 2022 Plan, a total of 20.0 million new shares, plus the approximately 4.7 million shares that remained available for issuance under the 2016 Plan, became available for future awards through February 2032. The maximum number of shares available as of December 31, 2024 for future issuance under the 2022 Plan was approximately 15.3 million shares.

The following table presents the stock-based compensation expense and income tax benefit recognized in the financial statements:

Years Ended December 31:	2024		2023		2022
Stock-based compensation expense	$	33.2	$	19.5	$	9.0
Income tax benefit	$	6.9	$	4.1	$	1.8

As of December 31, 2024, there was $40.7 of total unrecognized compensation cost related to nonvested stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of approximately three years.

Stock Options

Stock options granted have an exercise price equal to the closing market price of the Company's common stock on the date of grant. All grants have a 10-year term. Options granted under the 2022 Plan vest ratably over three years at each anniversary date. Options granted under the 2016 and prior plans vest as follows: 10% as of December 31 of the year of the grant and, cumulatively, an additional 15%, 20%, 25%, and 30% on and after the second through fifth calendar years, respectively.

The following table presents the key assumptions used to value the option awards granted during the periods presented. Expected volatilities are based on the historical experience of Old Republic's common stock. The expected term of stock options represents the period of time that stock options granted are assumed to be outstanding. The Company uses historical data to estimate the effect of stock option exercise and employee departure behavior; groups of employees that have similar historical behavior are considered separately for valuation purposes. The risk-free rate of return for periods within the contractual term of the share option is based on the U.S. Treasury rate in effect at the time of the grant.

	2024		2023		2022
Expected volatility	0.23		0.23		0.22
Expected dividends	4.55	%	4.66	%	4.32	%
Expected term (in years)	7		6		6
Risk-free rate	4.15	%	3.69	%	2.68	%

A summary of stock option activity under the 2022 and 2016 Incentive Plans as of December 31, 2024, 2023, and 2022, and changes in outstanding options during the years then ended is presented below:

	2024				2023				2022
	Shares		Weighted<br>Average<br>Exercise<br>Price		Shares		Weighted<br>Average<br>Exercise<br>Price		Shares		Weighted<br>Average<br>Exercise<br>Price
Outstanding at beginning of year	10,870,214		$	22.10	9,619,004		$	20.68	8,344,470		$	19.57
Granted	1,320,179		29.31		2,990,000		25.22		2,660,000		23.28
Exercised	1,951,544		20.91		1,694,106		19.49		1,285,783		18.94
Forfeited and expired	142,537		24.20		44,684		22.04		99,683		19.78
Outstanding at end of year	10,096,312		23.25		10,870,214		22.10		9,619,004		20.68
Exercisable at end of year	5,538,335		$	21.32	4,790,571		$	20.31	4,562,063		$	19.53
Weighted average fair value of
options granted during the year (a)	$	4.89	per share		$	3.76	per share		$	3.31	per share

__________

(a) Based on the Black-Scholes-Merton option pricing model and the assumptions outlined above.

A summary of stock options outstanding and exercisable at December 31, 2024 follows:

			Options Outstanding				Options Exercisable
				Weighted Average				Weighted<br>Average<br>Exercise<br>Price
Exercise Prices		Year of Grant	Number<br>Outstanding	Remaining<br>Contractual<br>Life	Exercise<br>Price		Number<br>Exercisable
15.26		2015	54,349	0.25	$	15.26	54,349	$	15.26
18.14		2016	161,189	1.25	18.14		161,189	18.14
19.98		2017	276,998	2.25	19.98		276,998	19.98
20.98		2018	409,116	3.25	20.98		409,116	20.98
21.12	$21.99	2019	610,658	4.25	21.18		610,658	21.18
16.17	$22.72	2020	1,018,192	5.25	17.44		1,001,692	17.35
21.30		2021	1,543,138	6.25	21.30		1,069,002	21.30
22.92	$24.49	2022	2,056,146	7.25	23.35		1,202,114	23.39
24.31	$25.52	2023	2,682,247	8.25	25.21		753,217	25.22
29.29	$29.32	2024	1,284,279	9.25	29.31		—	—
Total			10,096,312		$	23.25	5,538,335	$	21.32

All values are in US Dollars.

The cash received from stock option exercises, the total intrinsic value of stock options exercised, and the actual tax benefit realized for the tax deductions from option exercises are as follows:

	2024		2023		2022
Cash received from stock option exercise	$	40.8	$	33.0	$	24.3
Intrinsic value of stock options exercised	20.6		17.5		7.9
Actual tax benefit realized for tax deductions<br><br>from stock options exercised	$	4.3	$	3.6	$	1.6

Restricted Stock Awards and Restricted Stock Unit Awards

The Company has issued restricted stock awards (RSAs) which represent actual shares issued, and restricted stock unit awards (RSUs) which represent an agreement that shares will be issued in the future after satisfying vesting requirements. These awards are granted at market price, and vest ratably over three years on each anniversary date. During the vesting period, these awards are nontransferable and subject to forfeiture.

A summary of RSA and RSU award activity under the 2022 Incentive Plan as of December 31, 2024, 2023, and 2022, and changes in outstanding RSAs and RSUs during the years then ended is presented below:

	2024			2023			2022
		Weighted			Weighted			Weighted
		Average			Average			Average
		Grant Date			Grant Date			Grant Date
	Awards	Fair Value		Awards	Fair Value		Awards	Fair Value
Nonvested at beginning of year	1,257,116	$	24.67	659,874	$	23.70	33,539	$	21.32
Granted	648,399	29.42		823,907	25.15		644,356	23.76
Vested	494,926	24.53		225,289	23.60		16,901	21.20
Forfeited	41,387	27.02		1,376	25.05		1,120	22.34
Nonvested at end of year	1,369,202	$	26.89	1,257,116	$	24.67	659,874	$	23.70

Performance-Based Restricted Stock Unit Awards

The Company issues performance-based restricted stock unit awards (PSUs). The PSUs are rights to receive shares of common stock in the future, which vest, if at all, based on the achievement of specified performance criteria, measured over a three-year performance period. These awards are granted at market price. During the performance period, PSUs are nontransferable and subject to forfeiture. The value of PSUs earned depends on the level of achievement of performance objectives over the three-year performance period.

A summary of PSUs activity under the 2022 Incentive Plan as of December 31, 2024 and changes in outstanding PSUs during the year then ended is presented below:

	2024
		Weighted
		Average
		Grant Date
	Awards	Fair Value
Nonvested at beginning of year	—	$	—
Granted	633,837	29.31
Vested	—	—
Forfeited	17,639	29.32
Nonvested at end of year	616,198	$	29.31

Other Benefits

The Company has a number of profit sharing and other incentive compensation programs for the benefit of a substantial number of its employees. The costs related to such programs are summarized below:

Years Ended December 31:	2024		2023		2022
ORI 401(k) Savings and Profit Sharing Plan	$	58.2	$	65.8	$	77.8
Cash, deferred and other incentive compensation	$	77.2	$	81.2	$	70.3

Effective December 30, 2022, a profit sharing plan was merged into the Old Republic International Corporation Employees Savings and Stock Ownership Plan (ESSOP) and the merged plan was renamed the ORI 401(k) Savings and Profit Sharing Plan (the ORI 401(k) Plan). A majority of the Company's employees participate in the ORI 401(k) Plan. Annual Company contributions are provided in the form of cash and Old Republic common stock and are based on formulas applied to growth in net income excluding investment gains (losses) and underwriting profitability.

In relation to the sale of RMICC (see Note 2), effective August 1, 2024, the profit sharing plan that had historically covered RMICC employees was merged into the ORI 401(k) Plan.

The ORI 401(k) Plan is currently leveraged and owns 3,352,553 unallocated shares as of December 31, 2024. Prior to the merger, the ESSOP purchased 2,200,000 shares ($34.0), 2,383,625 shares ($50.0), and 3,337,000 shares ($50.0) of Old Republic common stock during 2015, 2018, and 2020, respectively, all of which was financed by loans from the Company and its participating subsidiaries. As of December 31, 2024, there were 17,994,556 Old Republic common shares owned by the ORI 401(k) Plan, of which 14,642,003 were allocated to employees' account balances. Dividends on unallocated shares are used to pay debt service costs. There are no repurchase obligations in existence.

Cash, deferred, and other incentive compensation includes performance recognition compensation. Such amounts are generally determined based on performance metrics including premiums and fees growth, growth in

operating earnings, underwriting results, and achieved return on equity in excess of a preset minimum. In March 2023, the Compensation Committee of the Company’s Board of Directors approved the Old Republic International Corporation 2023 Performance Recognition Plan (PRP), replacing the previous Key Employee Performance Recognition Plans, as a means of providing cash incentive compensation to named executive officers and certain other senior managers. The PRP is an objective performance-based program providing for annual payouts based on satisfaction of specified performance objectives and individual performance. During the third quarter of 2023, certain structural changes were made to the previously deferred awards made under the Key Employee Performance Recognition Plans, resulting in a one-time charge of $10.7, reflected within underwriting, acquisition, and other expenses in the consolidated statement of income.

Note 9 - Net Income Per Share

Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing net income available to common stockholders by the weighted-average number of common shares actually outstanding for the year. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. The following table provides a reconciliation of net income and the number of shares used in basic and diluted earnings per share calculations.

Years Ended December 31:		2024		2023		2022
Numerator:
Net Income		$	852.7	$	598.6	$	686.4
Denominator:
Basic weighted-average shares (a)		258,032,085		282,732,526		301,676,941
Effect of dilutive securities - stock-based compensation awards		4,848,546		2,738,538		1,619,671
Diluted adjusted weighted-average shares (a)		262,880,631		285,471,064		303,296,612
Earnings per share:	Basic	$	3.30	$	2.12	$	2.28
	Diluted	$	3.24	$	2.10	$	2.26
Anti-dilutive common stock equivalents excluded from
earnings per share computations:
Stock-based compensation awards		—		2,234,500		2,645,750

__________

(a) In calculating earnings per share, accounting standards require that common shares owned by the ORI 401(k) Plan that are unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding and have the same voting and other rights applicable to all other common shares.

Note 10 - Credit Losses

Credit losses on financial assets measured at amortized cost, primarily the Company's reinsurance recoverables and accounts and notes receivable, are recognized based on estimated losses expected to occur over the life of the asset. The expected credit losses, and subsequent adjustment to such losses, are recorded through an allowance account that is deducted from the amortized cost basis of the financial asset, with the net carrying value of the asset presented on the consolidated balance sheets.

The Company's credit allowance was comprised of $22.0 and $17.5 related to reinsurance recoverables as of December 31, 2024 and 2023, respectively, and $30.2 and $26.1 related to accounts and notes receivable as of December 31, 2024 and 2023, respectively. No significant changes were made to the allowance during the three years ended December 31, 2024.

The Company's evaluation of credit losses on available for sale fixed income securities is disclosed further in Note 3. The Company is not exposed to material concentrations of credit risks as to any one issuer of fixed income securities.

Note 11 - Debt

Consolidated debt of Old Republic and its subsidiaries is summarized below:

Years Ended December 31:	2024				2023
	Carrying<br>Amount		Fair<br>Value		Carrying<br>Amount		Fair<br>Value
4.875% issued in 2014 and due 2024	$	—	$	—	$	399.5	$	397.0
3.875% issued in 2016 and due 2026	549.0		541.4		548.5		530.4
5.750% issued in 2024 and due 2034	396.2		401.3		—		—
3.850% issued in 2021 and due 2051	643.4		458.0		643.1		472.7
Total debt	$	1,588.7	$	1,400.7	$	1,591.2	$	1,400.3

On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875% per year and mature on August 26, 2026.

On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850% per year and mature on June 11, 2051.

On March 31, 2024, the Company completed a public offering of $400.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 5.750% per year and mature on March 28, 2034. This issuance was completed in anticipation of the $400.0 of 4.875% Senior Notes that matured and were redeemed in cash on October 1, 2024.

During 2024, 2023 and 2022, $79.8, $67.2, and $67.3, respectively, of interest expense on debt was charged to consolidated operations.

Fair Value Measurements - The Company utilizes indicative market prices, which incorporate recent actual market transactions and current bid/ask quotations to estimate the fair value of outstanding debt classified within Level 2 of the fair value hierarchy as presented below. The Company uses an internally generated interest yield market matrix table, which incorporates maturity, coupon rate, credit quality, structure, and current market conditions to estimate the fair value of its debt securities that are classified within Level 3.

The following table shows a summary of financial liabilities disclosed, but not carried, at fair value, segregated among the various input levels as described in Note 3:

	Carrying		Fair
	Value		Value		Level 1		Level 2		Level 3
Financial Liabilities:
Debt:
December 31, 2024	$	1,588.7	$	1,400.7	$	—	$	1,400.7	$	—
December 31, 2023	$	1,591.2	$	1,400.3	$	—	$	1,400.3	$	—

Note 12 - Shareholders' Equity

Preferred Stock - At December 31, 2024, there were 75,000,000 shares of preferred stock authorized. The Company has designated one series of preferred stock: 10,000,000 shares of Series A Junior Participating Preferred Stock (Series A). No shares have been issued or are outstanding. The Series A Stock, if and when issued, will pay a dividend of the greater of $1.00 or 100 times (subject to adjustment) the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of common stock declared on the common stock of the Company. Each share of Series A stock would have 100 votes on each matter submitted to a vote of the shareholders.

Common Stock - At December 31, 2024, there were 500,000,000 shares of common stock authorized. At the same date, there were 100,000,000 shares of Class B common stock authorized, though none were issued or outstanding. Class B common shares have the same rights as common shares except for being entitled to 1/10th of a vote per share.

Common stock held by the ORI 401(k) Plan is classified as a charge to the common shareholders' equity account until it is allocated to participating employees' accounts contemporaneously with the repayment of the debt incurred for its acquisition. Such unallocated shares are not considered outstanding for purposes of calculating earnings per share. Dividends on unallocated shares are used to pay debt service costs.

Common Stock Repurchases - On May 12, 2023, the Board of Directors authorized a $450.0 share repurchase program which was completed during the first quarter of 2024. On March 1, 2024, the Board of Directors authorized a $1.1 billion share repurchase program.

Total 2024 share repurchases, inclusive of taxes and fees, under these programs were 29.9 million shares for $951.6 (average price of 31.82). Following the close of the year and through February 19, 2025, the Company repurchased 0.7 million additional shares for $25.5 (average price of $34.57) leaving $205.8 remaining under the current authorization.

Cash Dividend Restrictions - The payment of cash dividends by the Company is principally dependent upon the amount of its insurance subsidiaries' statutory policyholders' surplus available for dividend distribution. The insurance subsidiaries' ability to pay cash dividends to the parent company is in turn generally restricted by law or subject to approval of the insurance regulatory authorities. These authorities recognize only statutory accounting practices for determining financial position, results of operations, and the ability of an insurer to pay dividends to its shareholders. Based on year-end 2024 data, the maximum amount of dividends payable to the parent company by its insurance and a small number of non-insurance company subsidiaries during 2025 without the prior approval of appropriate regulatory authorities is approximately $952.2. Ordinary cash dividends declared during 2024, 2023, and 2022 to the parent company by its subsidiaries amounted to $645.7, $673.3, and $614.6, respectively. In addition to ordinary dividends, the Company's principal mortgage insurance subsidiaries, which were sold in 2024 (see Note 2), sought and received approval from the North Carolina Department of Insurance to pay extraordinary dividends amounting to $110.0, and $140.0 during 2023 and 2022, respectively.

Cash Dividends - In addition to regular cash dividends, the Company's Board of Directors declared special cash dividends of $2.00 per share in December 2024 (paid on January 15, 2025) and $1.00 per share in August 2022 (paid on September 15, 2022).

Note 13 - Commitments and Contingent Liabilities

General - In the normal course of business, the Company and its subsidiaries are subject to various contingent liabilities, including, but not limited to, possible income tax assessments resulting from tax law interpretations or issues raised by taxing or regulatory authorities in their regular examinations, catastrophic claim occurrences not indemnified by reinsurers such as noted in Note 6, or failure to collect all amounts on its investments or balances due from insureds and reinsurers. The Company does not have a basis for anticipating any significant losses or costs that could result from any known or existing contingencies.

Legal Proceedings - Legal proceedings against the Company and its subsidiaries routinely arise in the normal course of business and usually pertain to claim matters related to insurance policies and contracts issued by its insurance subsidiaries. At December 31, 2024, the Company had no material non-claim litigation exposures in its consolidated business.

Note 14 - Leases

Several of the Company's subsidiaries maintain their offices in leased premises. A number of these leases provide for the payment of real estate taxes, insurance, and other operating expenses. In addition, many of the subsidiaries also lease equipment for use in their businesses. Substantially all of the Company's leases are classified as operating leases.

The Company presents assets and liabilities related to leases with a term greater than 12 months within other assets and liabilities in the consolidated balance sheets. The established right of use asset and corresponding lease liability was $179.7 and $204.0, respectively, as of December 31, 2024, and $194.4, and $220.2, respectively, as of December 31, 2023.

In determining the lease liability, future lease payments are discounted at rates determined based on the type of underlying asset and remaining lease term. The weighted average discount rate was 5.80% and 5.49% as of December 31, 2024 and 2023, respectively, with an average remaining lease term of 6.6 years and 6.9 years at December 31, 2024 and 2023, respectively. Total lease costs were $73.4, $76.3, and $76.2 in 2024, 2023, and 2022, respectively. Fixed lease payments for 2024, 2023, and 2022 were $59.0, $60.6, and $64.0, respectively.

The following table presents a summary of future undiscounted lease payments as of the dates shown:

As of December 31:	2024		2023
Year 1	$	57.9	$	58.1
Year 2	45.5		51.0
Year 3	36.0		38.1
Year 4	28.4		29.0
Year 5	20.8		22.0
Thereafter	70.0		82.1
Total	258.8		280.6
Discount	54.7		60.4
Lease Liability	$	204.0	$	220.2

Note 15 - Consolidated Quarterly Results - Unaudited

Old Republic's consolidated quarterly operating results for the two years ended December 31, 2024 and 2023 is presented below. In management's opinion, however, quarterly operating results for insurance enterprises such as the Company are not indicative of results to be achieved in succeeding quarters or years. The long-term nature of the insurance business, seasonal and cyclical factors affecting premium production, the fortuitous nature and, at times, delayed emergence of claims, and changes in yields on invested assets are some of the factors necessitating a review of operating results, changes in shareholders' equity, and cash flows for periods of several years to obtain a proper indicator of performance trends. The information below should be read in conjunction with the "Management Analysis of Financial Position and Results of Operations."

In management's opinion, normal recurring adjustments necessary for a fair statement of quarterly results have been reflected in the information which follows.

		1st<br>Quarter		2nd<br>Quarter		3rd<br>Quarter		4th<br>Quarter
Year Ended December 31, 2024:
Operating Summary:
Net premiums, fees, and other income		$	1,684.6	$	1,844.7	$	1,972.9	$	1,986.1
Net investment income and investment gains (losses)		331.3		26.9		368.8		15.9
Total revenues		2,015.9		1,871.7		2,341.7		2,002.0
Total expenses		1,617.2		1,758.3		1,914.8		1,871.3
Net income		$	316.7	$	91.8	$	338.9	$	105.1
Net income per share:	Basic	$	1.17	$	0.35	$	1.35	$	0.43
	Diluted	$	1.15	$	0.35	$	1.32	$	0.42
Average shares outstanding:
Basic		271,725,775		260,796,757		251,640,055		247,179,561
Diluted		275,432,461		265,549,655		256,862,595		252,803,300		1st<br>Quarter	2nd<br>Quarter	3rd<br>Quarter	4th<br>Quarter
---	---	---	---	---	---	---	---	---	---
Year Ended December 31, 2023:
Operating Summary:
Net premiums, fees, and other income		$	1,594.6	$	1,689.3	$	1,801.1	$	1,785.6
Net investment income and investment gains (losses)		164.0		108.9		(40.9)		155.4
Total revenues		1,758.7		1,798.3		1,760.1		1,941.1
Total expenses		1,509.5		1,601.4		1,696.2		1,703.6
Net income (loss)		$	199.8	$	155.5	$	52.6	$	190.6
Net income (loss) per share:	Basic	$	0.68	$	0.55	$	0.19	$	0.70
	Diluted	$	0.68	$	0.54	$	0.19	$	0.69
Average shares outstanding:
Basic		291,945,750		285,426,801		277,010,690		274,036,118
Diluted		293,993,474		287,882,787		279,924,410		277,226,628

Note 16 - Segment Information

The Company is engaged in the single business of insurance underwriting and related services. It conducts its operations through a number of regulated insurance company subsidiaries organized into two reportable segments: Specialty Insurance (formerly referred to as General Insurance) and Title Insurance. Effective as of year-end 2024, the Company renamed its reportable segment formerly referred to as "General Insurance" to "Specialty Insurance." Management believes this name more appropriately reflects Old Republic's specialty P&C strategy, with 17 underwriting businesses focused on unique niche markets with specialized distribution, underwriting, claims, and risk control models. The Company's reportable segments are strategic business units that offer different types of insurance that are managed separately because the nature of each varies from a customer, distribution, and economic perspective. The results of the RFIG Run-off business, previously a reportable segment, are deemed immaterial and reflected within the Corporate & Other caption of this report through the effective date of its sale of May 31, 2024, along with the results of a small life and accident insurance business. Prior period amounts have been reclassified to reflect the change in reportable segments.

The Company does not derive over 10% of its consolidated revenues from any one customer. Revenues and assets connected with foreign operations are not significant in relation to consolidated totals.

Specialty Insurance provides property and liability insurance primarily to commercial clients. Old Republic does not have a meaningful participation in personal insurance coverages. Commercial auto is the largest type of coverage underwritten by Specialty Insurance, accounting for 41.9% of the segment's net premiums earned in 2024. The

remaining premiums written by Specialty Insurance are derived largely from a wide variety of coverages, including workers' compensation, property, general liability, general aviation, directors' and officers' indemnity, fidelity and surety indemnities, and home and auto warranties.

Title Insurance consists primarily of the issuance of policies to real estate purchasers and investors based upon searches of the public records which contain information concerning interests in real property. The policies insure against losses arising out of defects, liens, and encumbrances affecting the insured title and not excluded or excepted from the coverage of the policy.

The accounting policies of the Specialty Insurance and Title Insurance segments are the same as those described in the summary of significant accounting policies in Note 1. Inter-segment income and expense, if any, is eliminated. Income taxes are calculated on the basis of the taxable income of the individual entities within each segment.

Old Republic's business is managed for the long run. In this context management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the primary needs of the insurance subsidiaries' underwriting and related services business. In this view, the evaluation of periodic and long-term results excludes consideration of net investment gains (losses). Under GAAP, however, net income, inclusive of net investment gains (losses), is the measure of total profitability.

In management's opinion, the focus on income excluding net investment gains (losses), also described herein as segment pretax operating income, provides a better way to analyze, evaluate, and establish accountability for the results of the business. The inclusion of realized investment gains (losses) in net income can mask trends in operating results, because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations. Furthermore, as described in more detail below, management considers the underwriting income component of segment operating income (alternatively measured via combined ratio results) to be the primary performance measure of the insurance operations within each segment.

The Company's chief operating decision maker (CODM) is its Chief Executive Officer. The CODM assesses performance for the Specialty Insurance and Title Insurance segments based primarily on underwriting results, as measured by each segment's combined ratio. The combined ratio measures the Company's overall profitability from its underwriting activities and is derived by dividing loss and loss adjustment expenses, dividends to policyholders and underwriting, acquisition and other expenses by total premiums and fees earned in the tables that follow.

The combined ratio is utilized to perform benchmarking analysis with respect to the Company’s internally set objectives as well as its peer group and competitors. The CODM considers these analyses to determine whether to deploy more capital to fund growth within the segments, or conversely, deploy less capital to focus on underwriting profitability improvements. Furthermore, the combined ratio is a significant component in the establishment of management’s incentive compensation.

The contributions of Old Republic's reportable segments to consolidated totals are shown in the following tables.

Year Ended December 31, 2024:	Specialty Insurance			Title Insurance			Corporate & Other (a)		Consolidation Elimination Adjustments (b)		Total
Revenues:
Net premiums written	$	5,030.5		$	2,334.6		$	15.9	$	—	$	7,381.0
Net premiums earned	4,677.0			2,334.6			14.6		—		7,026.4
Title, escrow, and other fees	—			284.4			—		—		284.4
Total premiums and fees	4,677.0			2,619.1			14.6		—		7,310.8
Other income	177.0			0.6			—		—		177.6
Expenses (c):
Loss and loss adjustment expenses	2,975.6			46.1			2.6		—		3,024.4
Dividends to policyholders	23.5			—			—		—		23.5
Underwriting, acquisition, and other expenses:
Commissions	546.8			1,601.2			0.1		—		2,148.2
Insurance taxes, licenses, and fees	172.7			37.5			1.7		—		212.0
Subtotal	719.6			1,638.7			1.9		—		2,360.3
General expenses	771.1			855.1			49.7		—		1,676.0
Total underwriting, acquisition, and
other expenses	1,490.8			2,493.8			51.7		—		4,036.4
Segment underwriting income (loss)	364.0			79.7			(39.8)		—		404.0
Add: Net investment income	546.5			63.2			127.0		(63.7)		673.1
Less: Interest and other charges (b)	62.3			(1.1)			79.8		(63.7)		77.3
Segment pretax operating income	848.3			144.1			7.3		—		999.8
Income taxes (credits) on above	173.4			30.3			(1.0)		—		202.7
Net income excluding investment gains (losses)	$	674.8		$	113.7		$	8.4	$	—	797.0
Consolidated pretax investment gains (losses):
Realized from actual transactions and
impairments											88.8
Unrealized from changes in fair value of
equity securities											(18.9)
Income taxes on above											14.2
Net of tax investment gains											55.7
Net income											$	852.7
Segment and consolidated combined ratio	92.2		%	97.0		%					93.9		%

__________

(a) Includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries.

(b) Consolidation elimination adjustments include intercompany financing arrangements for which interest charges with Old Republic's parent holding company for the following reportable segments were: Specialty - $63.7 and Title - $–, for the year ended December 31, 2024.

(c) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. There are no other segment expenses that are part of reported segment profit or loss amounts that are not included in one of the above categories.

Year Ended December 31, 2023:	Specialty Insurance			Title Insurance			Corporate & Other (a)		Consolidation Elimination Adjustments (b)		Total
Revenues:
Net premiums written	$	4,356.3		$	2,300.9		$	25.6	$	—	$	6,682.9
Net premiums earned	4,119.2			2,300.9			25.6		—		6,445.9
Title, escrow, and other fees	—			261.8			—		—		261.8
Total premiums and fees	4,119.2			2,562.8			25.6		—		6,707.7
Other income	162.2			0.7			—		—		163.1
Expenses (c):
Loss and loss adjustment expenses	2,536.7			48.7			(5.4)		—		2,580.0
Dividends to policyholders	16.5			—			—		—		16.5
Underwriting, acquisition, and other expenses:
Commissions	465.3			1,608.1			0.1		—		2,073.6
Insurance taxes, licenses, and fees	159.8			18.7			4.4		—		183.1
Subtotal	625.2			1,626.8			4.6		—		2,256.7
General expenses	697.0			812.4			77.4		—		1,586.9
Total underwriting, acquisition, and
other expenses	1,322.2			2,439.3			82.0		—		3,843.6
Segment underwriting income (loss)	406.0			75.4			(50.9)		—		430.6
Add: Net investment income	462.7			57.0			135.0		(76.5)		578.3
Less: Interest and other charges (b)	80.9			(1.0)			67.2		(76.5)		70.5
Segment pretax operating income	787.8			133.5			16.9		—		938.4
Income taxes on above	158.3			27.7			2.7		—		188.8
Net income excluding investment gains (losses)	$	629.5		$	105.8		$	14.1	$	—	749.5
Consolidated investment gains (losses):
Realized from actual transactions and
impairments											(67.0)
Unrealized from changes in fair value of
equity securities											(123.9)
Income tax credits on above											(40.0)
Net of tax investment losses											(150.8)
Net income											$	598.6
Segment and consolidated combined ratio	90.2		%	97.1		%					92.6		%

__________

(b) Consolidation elimination adjustments include intercompany financing arrangements for which interest charges with Old Republic's parent holding company for the following reportable segments were: Specialty - $76.5 and Title - $–, for the year ended December 31, 2023.

Year Ended December 31, 2022:	Specialty Insurance			Title Insurance			Corporate & Other (a)		Consolidation Elimination Adjustments (b)		Total
Revenues:
Net premiums written	$	3,978.2		$	3,500.6		$	32.8	$	—	$	7,511.6
Net premiums earned	3,808.6			3,500.6			32.9		—		7,342.1
Title, escrow, and other fees	—			333.2			—		—		333.2
Total premiums and fees	3,808.6			3,833.8			32.9		—		7,675.3
Other income	148.9			0.9			—		—		149.9
Expenses (c):
Loss and loss adjustment expenses	2,352.0			89.1			(13.4)		—		2,427.7
Dividends to policyholders	12.5			—			—		—		12.5
Underwriting, acquisition, and other expenses:
Commissions	435.1			2,464.8			—		—		2,899.9
Insurance taxes, licenses, and fees	161.1			73.5			3.8		—		238.4
Subtotal	596.2			2,538.3			3.7		—		3,138.4
General expenses	595.7			945.8			39.1		—		1,580.8
Total underwriting, acquisition, and
other expenses	1,192.0			3,484.2			42.9		—		4,719.2
Segment underwriting income	400.9			261.3			3.5		—		665.8
Add: Net investment income	358.0			47.9			123.6		(70.0)		459.5
Less: Interest and other charges (b)	69.1			0.4			67.1		(70.0)		66.7
Segment pretax operating income	689.8			308.8			59.9		—		1,058.6
Income taxes on above	139.6			67.0			6.7		—		213.4
Net income excluding investment gains (losses)	$	550.1		$	241.8		$	53.1	$	—	845.1
Consolidated investment gains (losses):
Realized from actual transactions and
impairments											62.2
Unrealized from changes in fair value of
equity securities											(263.4)
Income tax credits on above											(42.5)
Net of tax investment losses											(158.6)
Net income											$	686.4
Segment and consolidated combined ratio	89.5		%	93.2		%					91.0		%

__________

(b) Consolidation elimination adjustments include intercompany financing arrangements for which interest charges with Old Republic's parent holding company for the following reportable segments were: Specialty - $68.9 and Title - $0.8 for the year ended December 31, 2022.

December 31:	2024		2023
Consolidated Assets:
Specialty Insurance	$	24,563.2	$	22,710.5
Title Insurance	1,915.8		1,948.2
Total assets of Company segments	26,479.1		24,658.8
Corporate & Other (a)	1,532.4		2,145.8
Consolidation elimination adjustments (b)	(168.4)		(303.2)
Consolidated assets	$	27,843.1	$	26,501.4

__________

(a) Includes the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company and several internal corporate services subsidiaries.

(b) Includes predominately intercompany debt and various reclassifications.

Note 17 - Transactions with Affiliates

The Company is affiliated with a mutual insurer, American Business & Mercantile Insurance Mutual, Inc. ("AB&M" or "the Mutual") whose formation it sponsored in 1981. The Mutual is managed through a service agreement with several Old Republic subsidiaries. AB&M's underwriting operations are limited to certain types of coverages not otherwise provided by Old Republic, and to a small amount of intercompany insurance and reinsurance placements. The following table shows certain information reflective of such business:

	Assumed from Old Republic						Ceded to Old Republic
Years Ended December 31:	2024		2023		2022		2024		2023		2022
Premiums earned	$	1.1	$	0.7	$	0.3	$	—	$	—	$	0.1
Commissions and fees	0.3		0.1		0.1		—		—		—
Losses and loss expenses	1.2		2.9		0.9		0.1		—		0.1
Loss and loss expense reserves	$	4.0	$	4.3	$	7.1	$	1.3	$	1.4	$	2.7

As of December 31, 2024 and 2023, the Mutual's statutory capital included surplus notes due to Old Republic of $10.5 out of total statutory capital of $69.4 and $62.4, respectively.

Note 18 - Subsequent Events

The Company evaluated subsequent events through the date the consolidated financial statements were issued. No subsequent events were identified, other than those discussed below, that require adjustment or disclosure to the consolidated financial statements.

In January 2025, Old Republic announced the formation of a new underwriting subsidiary, Old Republic Cyber, Inc., that will focus on providing specialized cyber- and technology-related coverage.

In January 2025, a strategic partnership was formed between Old Republic National Title Holding Company (Old Republic Title) and Qualia Labs, Inc. (Qualia) in which Qualia acquired transactional software platforms from Old Republic Title. The transaction did not meet the criteria to be classified as held-for-sale as of December 31, 2024. The assets transferred and the gain or loss on the sale are not material to the consolidated financial statements, and will be recorded in the first quarter 2025.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors Old Republic International Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Old Republic International Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, preferred stock and common shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedules I to VI (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1)

relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimate of liability for loss and loss adjustment expense reserves

As discussed in Note 1 to the consolidated financial statements, the Company estimates the liability for loss and loss adjustment expense reserves using a number of considerations to determine its best estimate of the cost of settling claims reported and claims incurred but not reported. The Company estimates the liability by applying expected claim ratios by line of business to the related earned premium revenue. The Company's liability for loss and loss adjustment expense reserves (reserves) as of December 31, 2024 was $13,727.7 million.

We identified the estimation of the liability for loss and loss adjustment expense reserves as a critical audit matter. The assessment of the estimates of the reserves involved a high degree of judgment due to the inherent uncertainty in determining certain assumptions, including expected claim ratios. The expected claim ratios used in the estimate may be affected by various internal and external considerations, including loss trends, premium rate trends and adequacy, interest rates, and social and economic trends. Specialized skills and knowledge were required to assess the Company's estimate of the reserves.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's process for estimating the liability for loss and loss adjustment expense reserves. This included controls related to the development of the expected claim ratios as well as comparison of the recorded reserves based on expected claim ratios to the Company's actuarially derived reserves. We involved actuarial professionals with specialized skills and knowledge, who assisted in:

● Assessing the Company's reserving methodologies by comparing to methods consistent with actuarial standards of practice

● Evaluating the Company's estimates by developing independent analyses for certain reserve groups using the Company's underlying historical claims data

● Developing an independent consolidated range of reserves for certain reserve groups based on actuarial methodologies and comparing to the Company's recorded reserves

● Assessing year-over-year movements of the Company's recorded reserves within the independently developed actuarial range.

/s/ KPMG LLP

We have served as the Company’s auditor since 2010.

Chicago, Illinois

February 27, 2025

Management's Responsibility for Financial Statements

Management is responsible for the preparation of the Company's consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the financial statements reasonably present the Company's financial position and results of operations in conformity with generally accepted accounting principles. Management also has included in the Company's financial statements amounts that are based on estimates and judgments which it believes are reasonable under the circumstances.

The independent registered public accounting firm has advised that they audit the Company's consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board, as stated in its reports, included herein.

The Board of Directors of the Company has an Audit Committee composed of eight non-management Directors. The committee meets periodically with financial management, the internal auditors and the independent registered public accounting firm to review accounting, control, auditing and financial reporting matters.

Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's principal executive officer and its principal accounting officer have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this annual report. Based upon their evaluation, the principal executive officer and principal accounting officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective for the above referenced evaluation period.

Changes in Internal Control

During the three month period ended December 31, 2024, there were no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2024. KPMG LLP (PCAOB ID 185), an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2024. Their report is shown on page 88 in this Annual Report.

Item 9B - Other Information

Pursuant to the requirements of Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company has filed the Annual CEO Certification with the New York Stock Exchange on June 6, 2024.

During the quarter ended December 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K) for the purchase or sale of the Company’s securities.

Item 10 - Directors, Executive Officers, and Corporate Governance

Information about our Executive Officers:

The following table sets forth certain information as of December 31, 2024, regarding the executive officers of the Company:

Name	Age	Position
Thomas A. Dare	63	Senior Vice President, Secretary and General Counsel since January 2021; served as Deputy General Counsel from June 2017 to January 2021.
W. Todd Gray	57	Executive Vice President since May 2022; Senior Vice President and Treasurer since June 2018; Senior Vice President - Operations & Finance - Old Republic General Insurance Group since September 2015.
Jeffrey P. Lange	54	Senior Vice President - Underwriting and Distribution since August 2023; Chief Operating Officer of Old Republic General Insurance Group since February 2022; Senior Vice President - Underwriting and Distribution of Old Republic General Insurance Group from January 2018 to February 2022.
Carolyn Monroe	66	Senior Vice President – Title Insurance since August 2023; President and Chief Executive Officer of Old Republic National Title Holding Company and Old Republic National Title Insurance Company since December 2018 and January 2023, respectively, after joining in 2009.
Stephen J. Oberst	57	Executive Vice President since October 2019; Chief Executive Officer at Old Republic Risk Management, Inc. which he joined in 1999.
Craig R. Smiddy	60	President and Chief Executive Officer since June 2018 and October 2019, respectively; President and Chief Executive Officer of Old Republic General Insurance Group since August 2015 and December 2019. respectively; Chief Operating Officer of Old Republic General Insurance Group from August 2013 to December 2019. Prior to joining Old Republic, Mr. Smiddy was President of the Specialty Markets Division of Munich Reinsurance America, Inc.
Frank J. Sodaro	56	Senior Vice President and Chief Financial Officer since July 2021; served as Deputy Chief Financial Officer from June 2017 to July 2021.

The term of office of each officer of the Company expires on the date of the annual meeting of the board of directors, which is generally held in May of each year. There is no family relationship between any of the executive officers named above. Except as otherwise noted, each of these named officers have been employed in senior capacities with the Company and/or its subsidiaries for the past five years.

The Company will file with the Commission a definitive proxy statement pursuant to Regulation 14a in connection with its Annual Meeting of Shareholders to be held on May 22, 2025. A list of Directors appears on the "Signature" page of this report. Information about the Company's directors is contained in the Company's definitive proxy statement for the 2025 Annual Meeting of shareholders, which is incorporated herein by reference.

The Company has adopted a Securities Trading Policy setting forth policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, and the Company itself. The Company believes that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. A copy of the Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.

The Company has adopted a Code of Business Conduct and Ethics (the code of ethics) that applies to all employees, including executive officers and directors. The code of ethics is available on the Governance section of the Company's website at www.oldrepublic.com. Where permitted, disclosure of any waivers or amendments of the code of ethics will be made on the Company's website rather than by filing a current report on Form 8-K.

Item 11 - Executive Compensation

Information with respect to this Item is incorporated herein by reference to the information under the caption "Director Compensation" in the section entitled "Corporate Governance" and the information in the section entitled "Executive Compensation" in the Company's proxy statement in connection with the Annual Meeting of Shareholders to be held on May 22, 2025.

Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information with respect to this Item is incorporated herein by reference to the information under the caption "Principal Holders of Securities" in the section entitled "Corporate Governance" and the information under the caption "Equity Compensation Plan Information" in the section entitled "Executive Compensation" in the Company's proxy statement to be filed with the Commission in connection with the Annual Meeting of Shareholders to be held on May 22, 2025.

Item 13 - Certain Relationships and Related Transactions

Information with respect to this Item is incorporated herein by reference to the information under the captions "Procedures for the Approval of Related Person Transactions" and "The Board of Directors Responsibilities and Independence" in the section entitled "Corporate Governance" contained in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 22, 2025.

Item 14 - Principal Accountant Fees and Services

Information with respect to this Item is incorporated herein by reference to the information under the caption "External Audit Services" in the section entitled "Item 2: Ratification of the Selection of an Independent Registered Public Accounting Firm" contained in the Company's Proxy Statement in connection with the Annual Meeting of Shareholders to be held on May 22, 2025.

PART IV

Item 15 - Exhibits

Documents filed as a part of this report:

Financial statements: See Item 8, Index to Financial Statements.
See exhibit index on page 106 of this report.
Financial Statement Schedules.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 (Name, Title or Principal Capacity, and Date).

(Registrant): Old Republic International Corporation

By:	/s/ Craig R. Smiddy	02/27/2025
	Craig R. Smiddy, President, Chief Executive Officer and Director	Date	By:	/s/ Frank J. Sodaro	02/27/2025
---	---	---
	Frank J. Sodaro, Senior Vice President,	Date
	Chief Financial Officer and
	Principal Accounting Officer

_____________________________________________________________________________________________

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated (Name, Title or Principal Capacity, and Date).

/s/ Barbara A. Adachi	/s/ Peter B. McNitt
Barbara A. Adachi, Director*	Peter B. McNitt, Director*
/s/ Steven J. Bateman	/s/ Glenn W. Reed
Steven J. Bateman, Director*	Glenn W. Reed, Director*
/s/ Lisa J. Caldwell	/s/ Therace M. Risch
Lisa J. Caldwell, Director*	Therace M. Risch, Director*
/s/ John M. Dixon	/s/ J. Eric Smith
John M. Dixon, Director*	J. Eric Smith, Director*
/s/ Michael D. Kennedy	/s/ Fredricka Taubitz
Michael D. Kennedy, Director*	Fredricka Taubitz, Director*
/s/ Charles J. Kovaleski	/s/ Steven R. Walker
Charles J. Kovaleski, Director*	Steven R. Walker, Director*
/s/ Spencer LeRoy, III
Spencer LeRoy, III, Director*

* By /s/ Craig R. Smiddy

Attorney-in-fact

Date: February 27, 2025

INDEX TO FINANCIAL STATEMENT SCHEDULES
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
Schedule	I -	Summary of Investments - Other than Investments in Related Parties as of December 31, 2024
Schedule	II -	Condensed Financial Information of Registrant as of December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022
Schedule	III -	Supplementary Insurance Information for the years ended December 31, 2024, 2023 and 2022
Schedule	IV -	Reinsurance for the years ended December 31, 2024, 2023 and 2022
Schedule	V -	Valuation and Qualifying Accounts for the years ended December 31, 2024, 2023 and 2022
Schedule	VI -	Supplemental Information Concerning Property - Casualty Insurance Operations for the years ended December 31, 2024, 2023 and 2022
Schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements, accompanying footnotes, or elsewhere herein.
OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
---	---	---	---	---	---
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES
As of December 31, 2024
( in Millions)
Column A		Column C		Column D
Type of investment		Fair<br>Value		Amount at<br>which shown<br>in balance<br>sheet
Fixed income securities:
United States Government and
government agencies and authorities	1,771.2	$	1,714.9	$	1,714.9
States, municipalities and political subdivisions		317.9		317.9
Foreign government		176.9		176.9
Corporate, industrial and all other		9,881.7		9,881.7
		$	12,091.5	12,091.5
Short-term investments				1,403.7
Total				13,495.3
Equity securities:
Non-redeemable preferred stocks		$	1.4	1.4
Common stocks:
Banks, trusts and insurance companies		169.3		169.3
Industrial, miscellaneous and all other		2,369.9		2,369.9
		$	2,540.7	2,540.7
Other investments				42.8
Total investments	15,033.3			$	16,079.0

All values are in US Dollars.

__________

(a) Represents original cost of equity securities, and as to fixed incomes, original cost reduced by repayments and adjusted for amortization of premium or accrual of discount.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
( in Millions)

		2023
Assets:
Bonds and notes	10.5	$	10.5
Short-term investments		21.1
Cash		5.0
Investments in, and indebtedness of related parties		8,027.7
Other assets		116.6
Total assets	7,898.1	$	8,181.0
Liabilities and Common Shareholders' Equity:
Liabilities:
Accounts payable and accrued expenses	588.8	$	69.6
Debt and debt equivalents		1,591.2
Indebtedness to affiliates and subsidiaries		109.4
Total liabilities		1,770.3
Common shareholders' equity:
Common stock		278.3
Additional paid-in capital		678.7
Retained earnings		5,644.3
Accumulated other comprehensive loss		(132.4)
Unallocated 401(k) plan shares (at cost)		(58.2)
Total common shareholders' equity		6,410.7
Total liabilities and common shareholders' equity	7,898.1	$	8,181.0

All values are in US Dollars.

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF INCOME
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
( in Millions)

		2023		2022
Revenues:
Investment income from subsidiaries	112.1	$	122.0	$	118.0
Real estate and other income		4.1		4.2
Other investment income		4.8		1.2
Realized investment losses		(4.5)		—
Total revenues		126.5		123.6
Expenses:
Interest - subsidiaries		4.2		3.9
Interest - other		67.1		67.1
Real estate and other expenses		4.8		4.5
General expenses, taxes and fees		57.1		23.6
Total expenses		133.3		99.2
Revenues, net of expenses		(6.8)		24.3
Federal income taxes (credits)		(0.8)		2.9
Income (loss) before equity in earnings of subsidiaries		(5.9)		21.3
Equity in earnings (loss) of subsidiaries:
Dividends received		673.3		614.6
Earnings (loss) in excess of dividends		(68.6)		50.5
Net Income	852.7	$	598.6	$	686.4

All values are in US Dollars.

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
OLD REPUBLIC INTERNATIONAL CORPORATION (PARENT COMPANY)
( in Millions)

		2023		2022
Cash flows from operating activities:
Net income	852.7	$	598.6	$	686.4
Adjustments to reconcile net income to
net cash provided by operating activities:
Accounts receivable		(0.9)		—
Income taxes - net		(49.8)		59.4
Excess of equity in (earnings) loss of subsidiaries
over cash dividends received		68.6		(50.5)
Realized investment losses		4.5		—
Accounts payable, accrued expenses and other		14.7		(34.8)
Total		635.8		660.6
Cash flows from investing activities:
Purchase of fixed assets for Company use		(3.2)		(4.1)
Net repayment (issuance) of notes to related parties		54.6		64.9
Net decrease (increase) in short-term investments		13.9		(23.8)
Investment in, and indebtedness of related parties - net		85.0		140.0
Total		150.3		176.9
Cash flows from financing activities:
Issuance of debentures and notes		—		—
Net receipt (repayment) of notes and loans from related parties		(5.1)		(4.8)
Issuance of common shares		31.1		26.6
Redemption of debentures and notes		—		—
Dividends on common shares		(275.5)		(579.7)
Repurchase of common stock		(535.3)		(281.2)
Other - net		1.7		1.5
Total		(783.1)		(837.6)
Increase (decrease) in cash		3.0		—
Cash, beginning of year		2.0		2.0
Cash, end of year	26.7	$	5.0	$	2.0

All values are in US Dollars.

See accompanying Notes to Condensed Financial Statements.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE II - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO CONDENSED FINANCIAL STATEMENTS
($ in Millions)

Note 1 - Summary of Significant Accounting Policies

Old Republic International Corporation's (the Company or Old Republic) condensed financial statements are presented in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP) and should be read in conjunction with the consolidated financial statements and accompanying footnotes of Old Republic International Corporation and Subsidiaries included in its Annual Report on Form 10-K.

Prior period amounts have been reclassified whenever appropriate to conform to the most current presentation.

Note 2 - Investments in Consolidated Subsidiaries

Old Republic International Corporation's investments in consolidated subsidiaries are reflected in the condensed financial statements in accordance with the equity method of accounting. Undistributed earnings in excess of dividends received are recorded as separate line items in the condensed statements of income.

Note 3 - Debt

On August 26, 2016, the Company completed a public offering of $550.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.875% per year and mature on August 26, 2026.

On June 11, 2021, the Company completed a public offering of $650.0 aggregate principal amount of Senior Notes. The notes bear interest at a rate of 3.850% per year and mature on June 11, 2051.

Note 4 - Common Stock Repurchases

On May 12, 2023, the Board of Directors authorized a $450.0 share repurchase program which was completed during the first quarter of 2024. On March 1, 2024, the Board of Directors authorized a $1.1 billion share repurchase program.

Total 2024 share repurchases, inclusive of taxes and fees, under these programs were 29.9 million shares for $951.6 (average price of $31.82). Following the close of the year and through February 19, 2025, the Company repurchased 0.7 million additional shares for $25.5 (average price of $34.57) leaving $205.8 remaining under the current authorization.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the Years Ended December 31, 2024, 2023 and 2022
( in Millions)
Column A		Column C		Column D		Column E		Column F
Segment		Loss and Loss Adjustment Expense Reserves		Unearned<br>Premiums		Other<br>Policyholders'<br>Benefits and<br>Funds		Premium<br>Revenue
Year Ended December 31, 2024:
Insurance Underwriting:
Specialty Insurance	531.1	$	7,341.5	$	2,591.4	$	134.5	$	4,677.0
Title Insurance		572.7		—		1.6		2,334.6
Corporate & Other (a)		6.4		—		30.2		14.6
Reinsurance Recoverable (c)		5,807.1		913.9		7.6		—
Consolidated	531.3	$	13,727.7	$	3,505.4	$	174.0	$	7,026.4
Year Ended December 31, 2023:
Insurance Underwriting:
Specialty Insurance	417.6	$	6,955.2	$	2,253.1	$	109.3	$	4,119.2
Title Insurance		598.5		—		1.5		2,300.9
Corporate & Other (a)(b)		6.6		—		30.8		25.6
Reinsurance Recoverable (c)		4,977.7		789.5		8.6		—
Consolidated	417.8	$	12,538.2	$	3,042.6	$	150.4	$	6,445.9
Year Ended December 31, 2022:
Insurance Underwriting:
Specialty Insurance	382.2	$	6,824.8	$	2,028.5	$	137.1	$	3,808.6
Title Insurance		612.8		—		3.3		3,500.6
Corporate & Other (a)		84.2		0.1		31.8		32.9
Reinsurance Recoverable (c)		4,699.5		759.1		9.8		—
Consolidated	382.5	$	12,221.5	$	2,787.8	$	182.2	$	7,342.1

All values are in US Dollars.

__________

(a) Includes amounts for the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, several internal corporate services subsidiaries, and consolidation elimination adjustments.

(b) RFIG Run-off loss and loss adjustment expense reserves of $54.9 and unearned premiums of $0.1 were classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.

(c) In accordance with GAAP, reinsured losses and unearned premiums are to be reported as assets. Assets and liabilities were, as a result, increased by corresponding amounts of approximately $6.7 billion, $5.7 billion, and $5.4 billion at December 31, 2024, 2023, and 2022, respectively. This accounting treatment does not have any effect on the Company's results of operations.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
For the Years Ended December 31, 2024, 2023 and 2022
( in Millions)
Column A		Column H		Column I		Column J		Column K
Segment		Loss and Loss Adjustment Expenses		Amortization<br>of Deferred<br>Policy<br>Acquisition<br>Costs		Other<br>Operating<br>Expenses		Premiums<br>Written
Year Ended December 31, 2024:
Insurance Underwriting:
Specialty Insurance	546.5	$	2,999.1	$	770.0	$	783.1	$	5,030.5
Title Insurance		46.1		—		2,492.7		2,334.6
Corporate & Other (a)		2.6		—		67.8		15.9
Reinsurance Recoverable (c)		—		—		—		—
Consolidated	673.1	$	3,048.0	$	770.0	$	3,343.6	$	7,381.0
Year Ended December 31, 2023:
Insurance Underwriting:
Specialty Insurance	462.7	$	2,553.3	$	680.0	$	723.0	$	4,356.3
Title Insurance		48.7		—		2,438.2		2,300.9
Corporate & Other (a)(b)		(5.4)		—		72.7		25.6
Reinsurance Recoverable (c)		—		—		—		—
Consolidated	578.3	$	2,596.6	$	680.0	$	3,234.1	$	6,682.9
Year Ended December 31, 2022:
Insurance Underwriting:
Specialty Insurance	358.0	$	2,364.6	$	591.2	$	669.5	$	3,978.2
Title Insurance		89.1		—		3,484.6		3,500.6
Corporate & Other (a)		(13.4)		0.2		40.3		32.8
Reinsurance Recoverable (c)		—		—		—		—
Consolidated	459.5	$	2,440.2	$	591.4	$	4,194.5	$	7,511.6

All values are in US Dollars.

__________

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
For the Years Ended December 31, 2024, 2023 and 2022
( in Millions)
Column A		Column C		Column D		Column E		Column F
		Ceded<br>to Other<br>Companies		Assumed<br>from Other<br>Companies		Net<br>Amount		Percentage<br>of Amount<br>Assumed<br>to Net
Year Ended December 31, 2024:
Life insurance in force	650.6	$	351.4	$	—	$	299.1	—	%
Premium Revenues:
Specialty Insurance	7,221.8	$	2,652.8	$	108.0	$	4,677.0	2.3	%
Title Insurance		—		2.2		2,334.6		0.1
RFIG Run-off		—		—		5.7		—
Life and Health Insurance:
Life insurance		2.1		—		3.5		—
Accident and health insurance		4.9		—		5.4		—
Total Life & Health Insurance		7.1		—		8.9		—
Consolidating adjustments		(0.2)		(0.2)		—		—
Consolidated	9,575.9	$	2,659.6	$	110.0	$	7,026.4	1.6	%
Year Ended December 31, 2023:
Life insurance in force	933.8	$	563.3	$	—	$	370.4	—	%
Premium Revenues:
Specialty Insurance	6,513.2	$	2,488.6	$	94.7	$	4,119.2	2.3	%
Title Insurance		—		1.8		2,300.9		0.1
RFIG Run-off		—		—		16.4		—
Life and Health Insurance:
Life insurance		2.6		—		3.8		—
Accident and health insurance		5.8		—		5.3		—
Total Life & Health Insurance		8.4		—		9.1		—
Consolidating adjustments		(0.3)		(0.3)		—		—
Consolidated	8,846.4	$	2,496.7	$	96.2	$	6,445.9	1.5	%
Year Ended December 31, 2022:
Life insurance in force	1,266.7	$	784.5	$	—	$	482.1	—	%
Premium Revenues:
Specialty Insurance	6,021.0	$	2,299.5	$	87.1	$	3,808.6	2.3	%
Title Insurance		0.1		2.6		3,500.6		—
RFIG Run-off		—		—		23.2		—
Life and Health Insurance:
Life insurance		3.2		—		3.9		—
Accident and health insurance		8.0		—		5.6		—
Total Life & Health Insurance		11.2		—		9.6		—
Consolidating adjustments		(0.3)		(0.3)		—		—
Consolidated	9,563.3	$	2,310.5	$	89.4	$	7,342.1	1.2	%

All values are in US Dollars.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE V - VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2024, 2023 and 2022
( in Millions)
Column A		Column C				Column D		Column E
		Additions
Description		Charged to<br><br>Costs and<br><br>Expenses (a)		Charged<br><br>to Other<br><br>Accounts -<br><br>Describe		Deductions - <br>Describe		Balance at<br>End of<br>Period
Year Ended December 31, 2024:
Deducted from Asset Accounts:
Reserve for credit losses	43.6	$	8.5	$	—	$	—	$	52.2
Year Ended December 31, 2023:
Deducted from Asset Accounts:
Reserve for credit losses	43.0	$	0.6	$	—	$	—	$	43.6
Year Ended December 31, 2022:
Deducted from Asset Accounts:
Reserve for credit losses	40.1	$	2.9	$	—	$	—	$	43.0

All values are in US Dollars.

__________

(a) RFIG Run-off credit loss reserve of $0.1 has been classified as held-for-sale as of December 31, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K for further discussion.

OLD REPUBLIC INTERNATIONAL CORPORATION AND SUBSIDIARIES
SCHEDULE VI - SUPPLEMENTAL INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
For the Years Ended December 31, 2024, 2023 and 2022
($ in Millions)		Column A	Column B		Column C			Column D			Column E
---	---	---	---	---	---	---	---	---	---	---
Affiliation With Registrant (a)	Deferred<br>Policy<br>Acquisition<br>Costs		Loss and Loss<br><br>Adjustment<br><br>Expense Reserves (b)			Discount,<br>If Any,<br>Deducted in<br>Column C			Unearned<br><br>Premiums (b)
Year Ended December 31:
2024	$	531.1	$	7,341.5		$	171.8		$	2,591.4
2023	417.6		6,955.2			179.9			2,253.1
2022	382.2		6,824.8			184.7			2,028.5
Column A	Column F		Column G			Column H
			Net<br>Investment<br>Income			Loss and Loss Adjustment Expenses<br>Incurred Related to
Affiliation With Registrant (a)	Earned<br>Premiums				Current<br>Year			Prior<br>Years
Year Ended December 31:
2024	$	4,677.0	$	546.5		$	3,081.9		$	(106.2)
2023	4,119.2		462.7			2,770.7			(234.0)
2022	3,808.6		358.0			2,545.1			(193.1)
Column A	Column I		Column J			Column K
Affiliation With Registrant (a)	Amortization<br>of Deferred<br>Policy<br>Acquisition<br>Costs		Paid<br>Loss<br>and Loss<br>Adjustment<br>Expenses			Premiums<br>Written
Year Ended December 31:
2024	$	770.0	$	2,589.3		$	5,030.5
2023	680.0		2,406.2			4,356.3
2022	591.2		2,114.2			3,978.2

__________

(a) Includes consolidated property-casualty entities. The amounts relating to the Company's unconsolidated property-casualty subsidiaries and the proportionate share of the registrant's and its subsidiaries' 50%-or-less owned property-casualty equity investees are immaterial and have, therefore, been omitted from this schedule.

(b) See note (c) to Schedule III.

EXHIBIT INDEX
	An index of exhibits required by Item 601 of Regulation S-K follows:
(3)	Articles of incorporation and by-laws.
	(A)	*	Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's Form 10-Q filed August 7, 2023).
	(B)	*	Amended and Restated By-laws. (Exhibit 3.1 to Registrant's Form 8-K filed January 9, 2024).
(4)	Instruments defining the rights of security holders, including indentures.
	(A)	*	Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) to Registrant's Form 8 dated August 28, 1987).
	(B)	*	Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee (refiled as Exhibit 4.1 to Registrant's Form 8-K filed April 22, 2009).
	(C)	*	Supplemental Indenture No. 1 dated as of June 15, 1997, supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form 8-A filed June 16, 1997).
	(D)	*	Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form S-3/A filed January 7, 1998).
	(E)	*	Fifth Supplemental Indenture dated as of September 25, 2014 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed September 25, 2014).
	(F)	*	Sixth Supplemental Indenture dated as of August 26, 2016 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed August 26, 2016).
	(G)	*	Seventh Supplemental Indenture dated as of June 11, 2021 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed June 8, 2021).
	(H)	*	Eig h t h Supplemental Indenture dated as of March 28, 2024, between the Company and Wilmington Trust Company, as trustee (including the form of Notes). (Exhibit 4.1 to Registrant's Form 8-K filed March 28, 2024).
	(I)	*	Description of Common Stock of the Registrant (Exhibit 4(H) to Registrant's Form 10-K filed February 24, 2023).
(10)	Material contracts.
**	(A)	*	Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant's Annual Report on Form 10-K for 2018).
**	(B)	*	Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2014).
**	(C)	*	Old Republic International Corporation 2016 Incentive Compensation Plan. (Exhibit 99.1 to Registrant's Form 8-K filed May 28, 2015).
**	(D)	*	Forms of Agreement for Old Republic International Corporation to use as a Sign-On Restricted Stock Award or as a Restricted Stock Award for awards granted to certain employees or officers of the Registrant or its Subsidiaries. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2017).
**	(E)	*	Old Republic International Corporation 2022 Incentive Compensation Plan. (Exhibit 10.1 to Registrant's Form 8-K filed May 31, 2022).
**	(F)		Amendment to the Old Rep ub lic Internation al Corporation 2022 In centive Compensation Plan.
**	(G)	*	Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.2 to Registrant's Form 8-K filed May 31, 2022).

(Exhibit Index, Continued)

**	(H)	*	Form of Stock Option Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.3 to Registrant's Form 8-K filed March 8, 2024)https://www.sec.gov/Archives/edgar/data/74260/000007426024000038/a103oriformofoptionaward.htm(2024 F o r m).
**	(I)		Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan)ex10ioldrepublicinternat.htm(2025 Form).
**	(J)	*	Old Republic International Corporation Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.3 to Registrant's Form 8-K filed May 31, 2022).
**	(K)	*	Old Republic International Corporation 2023 Cash Incentive Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 21, 2023).
**	(L)	*	Form of Award Agreement for Old Republic International Corporation 2023 Cash Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 21, 2023).
**	(M)	*	Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2018.)
	(N)	*	Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2013).
**	(O)	*	O ld Republic International Corporation Non qualified Deferred Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed September 19, 2024).
**	(P)	*	Form of Restricted Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 8, 2024).
**	(Q)	*	Form of Performance-Based Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 8, 2024).
**	(R)		F orm of N on-Employee Director Award Agreement (2022 Incentive Compensation Plan).
(19)			O ld Republic International Corporation Securi ties T rading Policy.
(21)			Subsidiaries of the registrant.
(23.1)			Consent of KPMG LLP.
(24)			Powers of attorney.
(31.1)			Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarban es-Oxley Act of 2002.
(31.2)			Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarban es-Oxley Act of 2002.
(32.1)			Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarban es-Oxley Act of 2002.
(32.2)			Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarban es-Oxley Act of 2002.
(97)		*	Old Republic International Corporation Compensation Recovery Policy (Exhibit 97 to Registrant's Form 10-K filed February 28, 2023).
(99)			O RI 401(k) Savings and Profit Sharing Plan restated effective January 1, 2025.
(101.INS)			XBRL Instance Document - The instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
(101.SCH)			XBRL Taxonomy Extension Schema
(101.CAL)			XBRL Taxonomy Extension Calculation Linkbase

(Exhibit Index, Continued)

(101.DEF)	XBRL Taxonomy Extension Definition Linkbase
(101.LAB)	XBRL Taxonomy Extension Label Linkbase
(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase

* Exhibit incorporated herein by reference.

** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.

107

ex10famendmentstoori2022

AMENDMENT TO THE OLD REPUBLIC INTERNATIONAL CORPORATION 2022 INCENTIVE COMPENSATION PLAN (effective February 27, 2025) 1. Subsection 5.3(b)(ii) of the Plan is hereby amended to be and to read in its entirety as follows (bold/underline showing additions; strikethrough showing deletions): “(ii) Retirement Before Age 65 and Employment for 10 Years. Except as otherwise provided in (iii) below, if If, before the date of expiration of an Option, the Participant holding the Option shall be retired in good standing from the employ of the Company or any Affiliate for reasons of age or disability under the then established rules of the Company or the Affiliate after attaining a combination of age and years of service equal to 65, the Option shall terminate on the earlier of the normal date of expiration or 4 years after the date of such retirement. In the event of such retirement, the Option shall be exercisable prior to the termination of such Option to the extent to which the Participant was entitled to exercise such Option immediately prior to such retirement, subject to Section 4.9(d). An employment relationship between the Company and the Participant shall be deemed to exist during any period in which the Participant is employed by the Company or any Affiliate. If the Participant dies after retirement, but prior to the expiration date of the Option, the Option period shall not be extended but shall terminate on the earlier of the date of expiration or 4 years after the date of retirement. The number of shares vested and exercisable, however, shall be determined as of the date of retirement, with no further vesting thereafter.” 2. Section 5.3 of the Plan is hereby amended by renumbering subsection 5.3(b)(iii) to instead be subsection 5.3(b)(iv), and adding the following Section 5.3(b)(iii) immediately prior such subsection, to be and to read in its entirety as follows: “(iii) Retirement On or After Age 65 and Employment for 10 Years. For Awards granted on or after February 27, 2025 if, before the date of expiration of an Option, the Participant holding the Option shall be retired in good standing from the employ of the Company or any Affiliate for reasons of age or disability under the then established rules of the Company or the Affiliate on or after attaining age 65 and having been employed by the Company or any Affiliate for 10 years or longer, the Option shall terminate 10 years after the Date of Grant. In the event of such retirement, the Option shall be exercisable prior to the termination of such Option to the extent to which the Participant was entitled to exercise such Option immediately prior to such retirement, subject to Section 4.9(d). An employment relationship between the Company and the Participant shall be deemed to exist during any period in which the Participant is employed by the Company or any Affiliate. If the Participant dies after retirement, but prior to the expiration date of the Option, the Option period shall not be extended but shall terminate 10 years after the Date of Grant. The number of shares vested and exercisable, however, shall be determined as of the date of death.”

ex10ioldrepublicinternat

OLD REPUBLIC INTERNATIONAL CORPORATION STOCK OPTION AWARD AGREEMENT (2022 INCENTIVE COMPENSATION PLAN) THIS STOCK OPTION AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Old Republic International Corporation, a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you” or “your”). WHEREAS, Grantee is employed by the Company or an Affiliate; WHEREAS, as a matter of separate inducement and agreement in connection with Grantee’s employment, and not in lieu of any salary or other compensation for Grantee’s services, the Company desires to enter into this Agreement with Grantee; and WHEREAS, the Company desires to grant to the Grantee, subject to the restrictions set forth herein and the Company’s 2022 Incentive Compensation Plan (the “Plan”), an option to purchase the number of shares of the Company’s Stock (this “Option”), as set forth below. NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I GRANT OF OPTION As of the Date of Grant, the Company hereby grants to you the following Option, on the terms and conditions set forth in this Agreement: Number of Option Shares Awarded: ____________ Grant Price (Fair Market Value as of Date of Grant): $ _____ /Share Expiration Date (10th anniversary of Date of Grant): ____________ ARTICLE II TERMS AND CONDITIONS OF AWARD The grant of the Option provided in Article I shall be subject to the following terms, conditions, and restrictions: 2.1 Plan. This Award is issued under the Plan and is subject to the terms and conditions set forth in the Plan. In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Any capitalized term used in this Agreement that is not defined herein shall have the meaning set forth in the Plan. You acknowledge receiving a copy of the Plan. 2.2 Vesting Schedule. The Options shall vest with respect to one-third of the shares on the first anniversary of the Date of Grant, two-thirds of the shares on the second anniversary of the

2 Date of Grant and all of the shares on the third anniversary of the Date of Grant, subject to your continued employment or service through such date, except as otherwise provided in Section 2.4 below. The Plan contains additional terms regarding vesting that apply upon the consummation of a Change of Control that depend on whether this Award is assumed or not in the transaction. 2.3 Option Exercise. In general, you may exercise this Option, in whole or in part, to the extent it is vested. Subject to Section 4.4 of the Plan, this Option is not transferrable by you other than by will or the laws of descent and distribution, and may be exercised only by you during your lifetime and while you remain an employee of or provide service to the Company and/or one of its Affiliates. Through the on-line or electronic system described at Section 3.6, you (or your representative, guardian, devisee or heir, as applicable) may exercise all or part of the vested portion of this Option in accordance with the terms hereof by giving notice of exercise to the Company and specifying the number of shares of Stock to be purchased. The Grant Price shall be paid through withholding by the Company of a portion of the shares to be acquired upon exercise of the Option with a value, determined on the date of exercise, equal to such Grant Price plus the amount required to be withheld by the Company for taxes, as provided in Section 3.7 below. 2.4 Forfeiture. In the event of the severance of your employment relationship between the Company and all Affiliates for any reason prior to vesting in accordance with Section 2.2, the unvested portion of the Option shall be automatically terminated. Notwithstanding the foregoing, you shall be fully vested in the Option if your termination was due to: (i) your retirement due to Disability, (ii) your death, or (iii) the Company’s divestiture of the Affiliate that employs you as described in the Plan. In addition, if you are an employee of the Company and/or its Affiliates and you retire in good standing on or after attaining age 65 and with 10 years of service with the Company and/or its Affiliates, the Option will continue to vest for the remainder of the vesting period described in Section 2.2, provided, however, that if you fail to comply with any restrictive covenants contained in any agreement with, or any plan, policy, or program of, the Company and/or its Affiliates, any unvested portion of the Option shall be forfeited. 2.5 Exercisability; Termination of Option. The Option shall be automatically terminated as of the date of your severance from employment, except in the circumstances below in which the vested portion and any portion of the Option that is subject to continued vesting (which shall be exercisable after it has become vested) will remain exercisable for a period of time: (a) Upon your death, your executors, administrators, or any person or persons to whom the Option is transferred by will, by the laws of descent and distribution or by beneficiary designation shall have the right to exercise the Option, in whole or in part, prior to the earlier of (i) the Expiration Date or (ii) the fourth anniversary of the date of your death. (b) Upon your retirement due to Disability or retirement in good standing, (i) except as otherwise provided in (ii) below, after attainment of a combination of age and years of service equal to 65, you shall have the right to exercise the Option, in whole or in part, prior to the earlier of (1) the Expiration Date or (2) the fourth anniversary of your retirement date. If you subsequently die after retirement but prior to the expiration date in the prior sentence, your executors, administrators, or any

3 person or persons to whom the Option is transferred will have the same time period in which to exercise the Option, in whole or in part; (ii) on or after attainment of age 65 and with 10 years of service with the Company and/or its Affiliates, you shall have the right to exercise the Option, in whole or in part, prior to the Expiration Date. Any portion of the Option that is subject to continued vesting, as described in and subject to Section 2.4 above, shall be exercisable only after it has become vested. If you subsequently die after retirement but prior to the expiration date in the prior sentence, the Option shall be fully vested and your executors, administrators, or any person or persons to whom the Option is transferred will have the same time period in which to exercise the Option, in whole or in part. (c) Upon your involuntary severance from employment without Cause, you shall have the right to exercise the vested portion of the Option, in whole or in part, prior to the earlier of (i) the Expiration Date or (ii) the fourth anniversary of the date of your involuntary severance from employment. (d) Provided you do not transfer employment to a retained Affiliate upon the divestment of the Affiliate that employs you as described in the Plan, you shall have the right to exercise the vested portion of the Option, in whole or in part, prior to the earlier of (i) the Expiration Date or (ii) the fourth anniversary of the date of the divestment. The Plan contains additional terms regarding exercisability that apply upon the consummation of a Change of Control that depend on whether this Award is assumed or not in the transaction. ARTICLE III MISCELLANEOUS 3.1 Rights as Shareholder. Unless and until any shares of Stock are issued upon exercise of the Award, the Award shall not confer to you any rights or status as a stockholder of the Company. 3.2 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if you are subject to Section 16 of the Exchange Act (those associates who are members of the Old Republic International Corporation Office of the Chief Executive Officer), the Plan, the Option, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 3.3 Form 10K and 10Q. You acknowledge having received (or having accessed through the SEC’s EDGAR website) a copy of the Company’s most recent Form 10K and 10Q. 3.4 Receipt of Plan. You acknowledge receipt of a copy of the Plan and represent that you are familiar with the terms and provisions thereof, and hereby accept this Award subject to all of the terms and provisions of the Plan and this Agreement. By accepting this Award, you acknowledge and agree that you have reviewed the Plan in its entirety and have had an opportunity

4 to obtain the advice of counsel prior to executing this Agreement and accepting the Award. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under the Plan or this Agreement. 3.5 Notices. Except as provided in Section 3.6, every notice or other communication related to this Agreement shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in your case, to your address appearing on the books of the Company or to your residence or to such other address as you may designate in writing. 3.6 Electronic Delivery; Online Portal. By accepting this Award, you consent to receive the Plan, this Agreement, and any participant notices or communications by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or Fidelity (or any successor administrator designated by the Company). You acknowledge and consent to the use of the on-line or electronic system for all administrative purposes related to this Agreement. 3.7 Withholding. The Company shall, on the date as of which the exercise of this Option becomes a taxable event for federal income tax purposes, withhold a portion of the shares otherwise deliverable upon exercise of the Option, as provided in Section 2.3 above, with a value equal to any federal, state, and local taxes required by law to be withheld on account of such taxable event in accordance with Section 12.4 of the Plan. 3.8 No Tax, Legal, or Financial Advice. The Company and its Affiliates are not providing any tax, legal or financial advice, nor are the Company and its Affiliates making any recommendations regarding your Option or the acquisition or sale of the underlying shares of Stock. You acknowledge that you are subject to the restrictions on trading in shares of Stock, including, without limitation, the Shares underlying this Award, set forth in the applicable Corporate Policy and Practice Memorandum included with the materials relating to this Award or this Agreement. You should consult with your own personal tax, legal and financial advisors. You acknowledge that the ultimate liability for all taxes related to this Award is and remains your responsibility. Such tax liability may exceed any amount actually withheld by the Company, if any, pursuant to the terms of the Plan. 3.9 No Employment or Service Obligation. Nothing contained in this Agreement shall (i) confer upon you any right with respect to continuation of employment or of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any way with the right of the Company or any Affiliate to terminate your employment or consulting or advisory relationship at any time. 3.10 Adjustment. The number of shares of Stock subject to this Agreement and the Grant Price per Share are subject to adjustment as provided for in the Plan. In no event may this Option be exercised for a fraction of a share of Stock.

5 3.11 Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and to you and your beneficiaries, executors, administrators, heirs, and successors. 3.12 Invalid Provision. The invalidity or unenforceability of any particular provision hereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted. 3.13 Amendment. You further acknowledge and agree that this Agreement may not be modified, amended, or revised except as provided in the Plan. 3.14 Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations, and negotiations in respect thereto. 3.15 Clawback/Recovery. This Agreement and any payments hereunder are subject to recoupment in accordance with any clawback policy in effect from time to time that the Company is specifically required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise specifically required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. As of the Date of Grant, the Company’s clawback policy generally provides, in the event of an accounting restatement, the Company shall seek to recover, reasonably promptly, all erroneously awarded compensation from an executive officer (those associates who are members of the Old Republic International Corporation Office of the Chief Executive Officer) during the time period covered in accordance with the Section 303A.14 of The New York Stock Exchange Listed Company Manual and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. Such determination of the amount of erroneously awarded compensation, in the case of an accounting restatement, will be made without regard to any individual knowledge or responsibility related to the accounting restatement or the erroneously awarded compensation. Notwithstanding the foregoing, if the Company is required to undertake an accounting restatement, the Company shall recover the erroneously awarded compensation unless the recovery is determined to be impracticable by the Compensation Committee in accordance with the clawback policy. The foregoing description is qualified by reference to the Company’s complete clawback policy, which policy is hereby incorporated herein by reference. The Company’s clawback policy may be amended or restated from time to time as required by the listing standards of any national securities exchange or association on which the Company’s securities are listed, as is otherwise specifically required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, or as otherwise determined by the Committee. 3.16 Governing Law. The provisions of this Agreement shall be construed, administered, and governed under the laws of the state of Delaware and applicable federal law. Notwithstanding any other provision of this Agreement or the Plan, the Company shall have no liability to issue any shares under this Agreement or the Plan unless such issuance would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity.

6 3.17 Headings. Headings of Articles and Sections are included for convenience of reference only and do not constitute part of this Agreement and shall not be used in construing the terms of this Agreement. 3.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. [Signature Page Follows]

Signature Page to Stock Option Award Agreement IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the [ ] day of [ ]. Company: Old Republic International Corporation Grantee: [ ] By: Signature Signature Title: Date: Date: Attachment I: 2022 Incentive Compensation Plan

Attachment I 2022 INCENTIVE COMPENSATION PLAN (attached)

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OLD REPUBLIC INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT (2022 INCENTIVE COMPENSATION PLAN) THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Old Republic International Corporation, a Delaware corporation (the “Company”), and [ ] (the “Grantee”). WHEREAS, Grantee is a non-employee director on the Board; WHEREAS, as part of the annual director compensation for the 2025 calendar year, the Company desires to enter into this Agreement with Grantee; and WHEREAS, the Company desires to grant to Grantee, subject to the restrictions set forth herein and the Company’s 2022 Incentive Compensation Plan (the “Plan”), the number of Restricted Stock Units (“RSUs”), as set forth below. NOW, THEREFORE, in consideration of the recitals and the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE I GRANT OF RESTRICTED STOCK UNITS 1.1 Award of RSUs. As of the Date of Grant, the Company hereby grants to Grantee [ ] RSUs (the “Award”) valued at $75,000 at market close on the Date of Grant, on the terms and conditions set forth in this Agreement. Each RSU represents the right to receive one share of Stock (“Share”), as set forth in this Agreement. 1.2 Award of Dividend Equivalents. The Company hereby grants to Grantee, with respect to each RSU, a Dividend Equivalent for dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled. Each Dividend Equivalent entitles Grantee to receive the equivalent value of any such dividends paid on a single Share during the applicable vesting period. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account on the applicable dividend payment date with the amount of any such cash paid. No interest will accrue on the Dividend Equivalents. ARTICLE II TERMS AND CONDITIONS OF AWARD The grant of RSUs provided in Article I shall be subject to the following terms, conditions, and restrictions: 2.1 Plan. This Award is issued under the Plan and is subject to the terms and conditions set forth in the Plan. In the event of a conflict between the terms of this Agreement and the Plan, the terms of the Plan shall control. Any capitalized term used in this Agreement that is not defined

2 herein shall have the meaning set forth in the Plan. Grantee acknowledges receiving a copy of the Plan. 2.2 Vesting. (a) Vesting. The RSUs shall fully vest on the first anniversary of the Date of Grant (the “Vesting Date”), subject to Grantee’s continued service on the Board through such date, except as otherwise provided in (b) below. The Plan contains additional terms that apply upon the consummation of a Change of Control that depend on whether this Award is assumed or not in the transaction. (b) Continued Vesting; Accelerated Vesting. In the event Grantee’s service on the Board ceases for any reason other than due to death or Disability, then, the Award will continue to vest on the Vesting Date. In the event Grantee’s service on the Board ceases due to death or Disability, the Award will immediately become fully vested. 2.3 Settlement. As soon as administratively practicable after the Vesting Date, but in no event more than 60 days after the Vesting Date (the “Settlement Date”), subject to Section 3.7, the vested RSUs will be paid to Grantee in whole shares of Stock, with any fractional share of Stock paid in cash, and vested Dividend Equivalents (including any Dividend Equivalent Account balance) will be paid to Grantee in cash. The Stock shall be valued at Fair Market Value as of the date the Committee directs payments to be made. ARTICLE III MISCELLANEOUS 3.1 Rights as Shareholder. Unless and until any shares of Stock are issued in settlement of the Award, the Award shall not confer to Grantee any rights or status as a stockholder of the Company. 3.2 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, since Grantee is subject to Section 16 of the Exchange Act as a director on the Board, the Plan, the RSUs, the Dividend Equivalents, and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 3.3 Form 10K and 10Q. Grantee acknowledges having received (or having accessed through the SEC’s EDGAR website) a copy of the Company’s most recent Form 10K and 10Q. 3.4 Receipt of Plan. Grantee acknowledges receipt of a copy of the Plan and represents that Grantee is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions of the Plan and this Agreement. By accepting this Award, Grantee acknowledges and agrees that Grantee has reviewed the Plan in its entirety and has had an opportunity to obtain the advice of counsel prior to executing this Agreement and accepting the Award. Grantee hereby agrees to accept as binding, conclusive and final all decisions or

3 interpretations of the Board or the Committee upon any questions arising under the Plan or this Agreement. 3.5 Notices. Except as provided in Section 3.6, every notice or other communication related to this Agreement shall be given in writing and shall be delivered either personally or by registered or certified mail, postage prepaid, which shall be addressed, in the case of the Company to both the Chief Financial Officer and the General Counsel of the Company at the principal office of the Company and, in Grantee’s case, to Grantee’s address appearing on the books of the Company or to Grantee’s residence or to such other address as Grantee may designate in writing. 3.6 Electronic Delivery; Online Portal. By accepting this Award, Grantee consents to receive the Plan, this Agreement, and any participant notices or communications by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or Fidelity (or any successor administrator designated by the Company). Grantee acknowledges and consents to the use of the on-line or electronic system for all administrative purposes related to this Agreement. 3.7 Availability of Partial Cash Settlement. If elected by the Grantee prior to the Vesting Date in accordance with the procedures established by the Committee, the Company will deduct from any payment of Stock required to be made in settlement of the Award under Section 2.3 the number of shares as requested by Grantee (“partial cash settlement”) that will result in a cash payment to Grantee that Grantee can utilize to satisfy Grantee’s estimated tax obligations that arise because of the settlement of the vested RSUs. The number of shares for which Grantee may make a partial cash settlement election shall be limited to Grantee’s expected tax liability based on the maximum individual statutory rates. The Company shall pay to the Grantee cash in lieu of any shares withheld and any fractional share otherwise issuable to the Grantee because of such partial cash settlement. Grantee acknowledges the Company will not remit any tax payments to tax authorities on the Grantee’s behalf and Grantee remains liable to remit all taxes related to this Award. The Committee has approved the Grantee’s right to use partial cash settlement for the purpose of exempting the disposition of such shares to the Company from the application of Section 16(b) under the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. 3.8 No Tax, Legal, or Financial Advice; Trading Restrictions. The Company and its Affiliates are not providing any tax, legal or financial advice, nor are the Company and its Affiliates making any recommendations regarding Grantee’s acquisition or sale of Stock. Grantee should consult with Grantee’s own personal tax, legal and financial advisors regarding those matters. Grantee acknowledges that the ultimate liability for all taxes related to this Award is and remains Grantee’s responsibility. As a non-employee director on the Board, Grantee is solely responsible for remitting any such tax liability to the relevant tax authorities. In addition, as a director of the Company, Grantee acknowledges that Grantee is subject to the restrictions on trading in shares of Stock, including, without limitation, the Shares underlying this Award, set forth in the applicable Corporate Policy and Practice Memorandum included with the materials relating to this Award or this Agreement. 3.9 Limitation on Grantee’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust.

4 Neither the Plan nor any underlying program, in and of itself, has any assets. Grantee will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement. 3.10 Adjustment. The number of RSUs subject to this Agreement are subject to adjustment as provided for in the Plan. 3.11 Successors. The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and to Grantee and Grantee’s beneficiaries, executors, administrators, heirs, and successors. 3.12 Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted. 3.13 Amendment. Grantee further acknowledges and agrees that this Agreement may not be modified, amended, or revised except as provided in the Plan. 3.14 Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersede all prior communications, representations, and negotiations in respect thereto. 3.15 Clawback/Recovery. To the extent applicable, this Agreement and any payments hereunder are subject to recoupment in accordance with any clawback policy in effect from time to time that the Company is specifically required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise specifically required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. The Company’s clawback policy may be amended or restated from time to time as required by the listing standards of any national securities exchange or association on which the Company’s securities are listed, as is otherwise specifically required by the Dodd- Frank Wall Street Reform and Consumer Protection Act or other applicable law, or as otherwise determined by the Committee. 3.16 Governing Law. The provisions of this Agreement shall be construed, administered, and governed under the laws of the state of Delaware and applicable federal law. Notwithstanding any other provision of this Agreement or the Plan, the Company shall have no liability to issue any shares under this Agreement or the Plan unless such issuance would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. 3.17 Headings. Headings of Articles and Sections are included for convenience of reference only and do not constitute part of this Agreement and shall not be used in construing the terms of this Agreement. 3.18 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5 3.19 Section 409A. (a) It is intended that this Agreement will comply with Section 409A of the Internal Revenue Code of 1986, and the interpretive guidance thereunder (“Section 409A”), including, to the maximum extent applicable, the exceptions for (among others) short-term deferrals, certain stock rights, separation pay arrangements, and this Agreement shall be administered accordingly, and interpreted and construed on a basis consistent with such intent. To the extent that any provision of this Agreement would fail to comply with the applicable requirements of Section 409A, the Company may, in its sole and absolute discretion and without requiring Grantee’s consent, make such modifications to this Agreement and/or payments to be made thereunder to the extent it determines necessary or advisable to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax effect for the Award, and the Company does not guarantee that any compensation or benefits provided under this Agreement will satisfy the provisions of Section 409A. (b) Notwithstanding anything to the contrary in this Agreement, the Company may delay any payment under this Agreement that the Company reasonably determines would violate applicable law until the earliest date the Company determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A- 2(b)(7)(ii)) and further determines that the delay will not result in the imposition of excise taxes under Section 409A. (c) With respect to a Grantee whose service on the Board is terminated for any reason other than due to death or Disability, the Settlement Date shall be treated as a fixed payment date under Treasury Regulation Section 1.409A-3(i)(1)(i). [Signature Page Follows]

Signature Page to Restricted Stock Unit Award Agreement IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the [ ] day of [ ]. Company: Old Republic International Corporation Grantee: [ ] By: Signature Signature Title: Date: Date: Attachment I: 2022 Incentive Compensation Plan

Attachment I 2022 INCENTIVE COMPENSATION PLAN (attached)

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1 OLD REPUBLIC INTERNATIONAL CORPORATION SECURITIES TRADING POLICY (Effective December 12, 2024) I. Introduction Federal and state securities laws make it illegal for anyone to trade in, or “tip” others to trade in, a company’s securities while in possession of material nonpublic information (“MNPI”) relating to that company (such conduct is referred to as “insider trading”). The purpose of this Securities Trading Policy (this “Policy”) is to promote compliance with applicable securities laws and to provide the directors, officers, and employees of Old Republic International Corporation (“ORI,” and together with its subsidiaries, the “Company”) and its subsidiaries with procedures and guidelines with respect to transactions in the securities of the Company, including its common stock and other debt and equity securities (“Company Securities”), in order to preserve the reputation and integrity of the Company and certain persons associated with the Company. Engaging in insider trading or otherwise violating this Policy may result in civil and criminal penalties as well as Company-imposed disciplinary action, up to and including dismissal for cause. If securities transactions ever become the subject of legal or regulatory scrutiny, they will be evaluated by enforcement authorities or others after-the-fact with the benefit of hindsight. As a result, before engaging in any transaction, individuals should carefully consider how the transaction and the information the individual possesses at the time of the transaction could be construed in the bright light of hindsight. This Policy supersedes any previous policy of the Company concerning transactions in Company Securities. In the event of any conflict or inconsistency between this Policy and any other materials previously distributed by the Company, this Policy shall govern. II. Applicability This Policy applies to all Directors, Executive Officers, officers, and employees of the Company, and any of their Related Persons (each as defined below). On a transaction specific basis, this Policy also applies to the Company’s agents, independent contractors, and those persons in a special relationship with the Company (e.g., its auditors, consultants, attorneys, or other advisors) who possess MNPI. Sections I through VI and XII apply to all persons subject to this Policy while Sections VII through XI apply only to Directors, Executive Officers, and certain other persons specified therein. This Policy continues to apply to transactions in Company Securities even after termination of service to, or association with, the Company for so long as the individual whose service or association has ended continues to be in possession of MNPI obtained in the course of employment by or association with the Company. This Policy also continues to apply to Directors and Executive Officers for a period of six (6) months following their termination of service regardless of whether they possess MNPI. III. Policy Overview – General Prohibition If a person subject to this Policy possesses MNPI relating to the Company, it is the Company’s policy that neither that person nor any of their Related Persons may transact in Company Securities (which includes, without limitation, buying and selling stock and exercising options), or engage in any other action to take advantage of, or share or “tip” to others, that information. This Policy also prohibits transacting in the securities of any other publicly-traded company while in possession of MNPI relating to that company that was obtained in the course of employment by or association with the Company.

2 IV. Personal Responsibility Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information obtained in the course of employment by or association with the Company and to not engage in transactions in securities that violate federal or state securities laws or this Policy. Each individual is responsible for their own compliance and the compliance of their Related Persons. While this Policy is designed to reduce the risk of a violation of federal and state securities laws occurring, ultimate responsibility lies with each individual and adherence to this Policy does not guaranty that no violation will occur or provide a “safe harbor” from violating securities laws. Any action on the part of the Company, ORI’s General Counsel, or other members of the Company’s legal staff with respect to this Policy does not in any way constitute legal advice or insulate any individual from liability under applicable securities laws. V. Definitions/Explanations A. Who is an “Insider?” For purposes of this Policy, any person who possesses MNPI is considered an “Insider” as to that information. Insiders can include the Company’s Directors, Executive Officers, officers, employees, agents, independent contractors, and those persons in a special relationship with the Company (e.g., its auditors, consultants, attorneys, or other advisors), and Designated Insiders (as defined below). The definition of Insider is transaction specific; that is, an individual is an Insider with respect to each item of MNPI of which they are aware. B. Who is a “Designated Insider”? For purposes of this Policy, a “Designated Insider” is (1) any employee or officer of the Company (other than an Executive Officer) who holds, receives, or expects to receive equity awards (e.g., options, restricted stock awards, restricted stock units, performance stock units, etc.) from the Company and (2) any other employee or officer of the Company (other than an Executive Officer) who has been informed by ORI’s General Counsel that they are a Designated Insider for purposes of this Policy or any ad hoc blackout period (as described in Section VIII of this Policy). C. What is “Material Nonpublic Information” or “MNPI”? MNPI is any information that (1) a reasonable investor would consider important in making a decision to purchase, sell, or hold a security or is likely to affect the market price of a security and (2) has not been disclosed to the general public in a manner that complies with applicable securities laws (e.g., in the Company’s public filings with the Securities and Exchange Commission (the “SEC”) or widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press, or BusinessWire). The circulation of rumors, even if accurate, does not constitute information that is adequately available to the general public since the public does not know whether the rumor is accurate. The materiality of information depends upon the circumstances. Material information can be positive or negative, and can relate to virtually any aspect of the Company’s business or to any type of Company Security (i.e., debt or equity). Some examples of information that, depending on circumstances, may be considered “material” are: • Unpublished financial or operational results or projections, including quarterly or annual earnings information; • Pending or proposed joint ventures, mergers, acquisitions, dispositions, or other transactions;

3 • Significant changes in corporate objectives or structure; • Significant new lines of business, coverage, products, or personnel; • Significant sales of assets; • Planned stock repurchase programs or stock tender offerings; • Significant changes in dividend or stock repurchase policies; • Financial liquidity problems; • Significant litigation or regulatory action; and • Cybersecurity risks and incidents, including vulnerabilities and breaches, and the Company’s investigation of the underlying facts, ramifications, and materiality of a potentially material cybersecurity incident. The above list is only illustrative; many other types of information may be considered “material,” depending on the circumstances. The materiality of particular information is subject to reassessment on a regular basis. If an Insider is unsure whether particular nonpublic information is material, the Insider should presume that it is material and refrain from disclosing such information or trading until first consulting with ORI’s General Counsel. In addition, even after the Company has publicly announced material information, a reasonable period of time must elapse in order for the market to react to the information. For purposes of this Policy, information generally remains MNPI until two (2) full trading days after it has been publicly announced. For example, if an announcement is made before the commencement of trading on a Thursday, an Insider may trade in Company Securities starting on Monday of the following week because two (2) full trading days would have elapsed by then (all of Thursday and Friday). If an announcement is made after trading begins on a Thursday, Insiders generally may not trade in Company Securities until the following Tuesday (assuming Monday is a trading day). D. Who is a “Director”? For purposes of this Policy, a “Director” is a member of the Board of Directors of ORI. E. Who is an “Executive Officer?” For purposes of this Policy, an “Executive Officer” is any officer of the Company that is subject to the reporting requirements or liability provisions of Sections 16(a) and (b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). F. Who is a “Related Person?” For purposes of this Policy, “Related Person” includes the spouse, domestic partner, minor children, and anyone else living in an Insider’s household; partnerships in which an Insider is a general partner; trusts of which an Insider is a trustee; estates of which an Insider is an executor; and any other legal entities controlled by an Insider. Although a person’s parent, sibling, or relative outside of their immediate family may not be considered a Related Person (unless living in the same household), a parent, sibling, or other relative, or any other person, may be a “tippee” for securities laws purposes, as discussed in Section VI.C of this Policy.

4 VI. Policies and Guidelines A. Non-disclosure of MNPI MNPI must not be disclosed to anyone, except persons within the Company or third-party agents of the Company (such as investment banking advisors, auditors, or outside legal counsel) whose positions bind them to strict confidentiality and require them to know it, until a reasonable period of time (generally two (2) trading days) has elapsed since such information has been publicly released by the Company. B. Prohibited Trading in Company Securities No person may trade, including by placing a purchase or sell order, or “tip” another person to trade, in Company Securities (including making initial elections, changes in elections or reallocation of funds relating to benefit and retirement plan accounts) when they have knowledge of MNPI concerning the Company until a reasonable period of time (generally two (2) trading days) has elapsed since such information has been publicly released by the Company. This prohibition also applies to exercising options, regardless of the method of exercise, and selling any shares in connection with, or resulting from, an option exercise. Loans, pledges, gifts, charitable donations, and other contributions of Company Securities are also subject to this Policy. See Section VII of this Policy for transactions in Company Securities that are prohibited for Directors, Executive Officers, and Designated Insiders regardless of whether they have knowledge of MNPI. Persons subject to this Policy are responsible for any trades placed by Related Persons and should make them aware of the need to confer with such person before they trade Company Securities. Persons subject to this Policy should treat any such trades as if the transactions were for their own accounts. C. “Tipping” Information to Others Insiders and their Related Persons are prohibited from sharing or “tipping” MNPI to any third party or recommending that any third party trade on the basis of MNPI. Insiders may be liable for communicating or “tipping” MNPI to any third party (a “tippee”), regardless of whether the tippee is a Related Person. Further, insider trading violations are not limited to trading or tipping by Insiders. Persons other than Insiders also can be liable for insider trading, including tippees who trade on MNPI tipped to them and individuals who trade on MNPI which has been misappropriated. Tippees inherit an Insider’s duties and are liable for trading on MNPI illegally tipped to them by an Insider. Similarly, just as Insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an Insider. Tippees can obtain MNPI by receiving explicit tips from others or from unintentional disclosure through, among other things, conversations at social, business, or other gatherings. D. Trading in Other Securities Insiders and their Related Persons are prohibited from trading, including by placing purchase or sell orders, or “tipping” another person to trade in the securities of any other publicly-traded company when they possess MNPI relating to that company that was obtained by such Insider in the course of their employment by or association with the Company. E. Certain Exceptions to Trading Prohibitions – Activities Not Considered “Trading” Except as otherwise noted, this Policy’s trading prohibitions (including the blackout periods set forth in Section VIII of this Policy) do not apply to the transactions listed below, except as specified therein. • 401(k) Plan. Purchases of Company Securities in the Company’s 401(k) Plan resulting from the periodic contribution of money to the plan pursuant to a payroll deduction election (but note that this Policy’s trading prohibitions and blackout periods do apply to certain elections that may be

5 made under the 401(k) Plan, including: (a) an election to increase or decrease the percentage of periodic contributions that will be allocated to the Company Securities fund; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company Securities fund; (c) an election to borrow money against a 401(k) Plan account if the loan will result in a liquidation of some or all of such person’s Company Securities fund balance; and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund. • Employee Stock Purchase Plan. Purchases of Company Securities in a Company employee stock purchase plan resulting from the periodic contribution of money to the plan pursuant to an election made at time of enrollment in the plan or to purchases of Company Securities resulting from lump sum contributions to the plan made pursuant to an election made at the beginning of the applicable enrollment period to participate by lump sum payment (but note that this Policy’s trading prohibitions and blackout periods do apply to the election to participate in the plan for any enrollment period, and to sales of Company Securities purchased pursuant to the plan). • Dividend Reinvestment Plans. Purchases of Company Securities under any dividend reinvestment plan of the Company, or a dividend reinvestment plan sponsored by a broker-dealer that mirrors a Company-sponsored plan, resulting from the reinvestment of dividends paid on Company Securities (but note that this Policy’s trading prohibitions and blackout periods do apply to voluntary purchases of Company Securities resulting from additional contributions made to a dividend reinvestment plan and to the election to participate in a plan or increase the level of participation in a plan and Directors and Executive Officers must inform ORI’s General Counsel of their participation in any such plan and promptly report each acquisition of shares pursuant to such plan to ORI’s General Counsel in order to ensure compliance with Form 4 reporting obligations, as discussed in Section XI). • Broker Transfers. The transfer of Company Securities to a brokerage account if the securities continue to be held in the same name following such transfer, provided that Directors and Executive Officers are required to pre-clear such transfers in accordance with Section IX of this Policy. Notwithstanding the foregoing, as discussed in Section XI of this Policy, Directors and Executive Officers must comply with all applicable securities laws, some of which may apply to certain of the transactions described above. Directors and Executive Officers must inform ORI’s General Counsel of their participation in any of the activities described above and, in the case of transfers to brokerage accounts, pre-clear such activities in accordance with Section IX of this Policy. F. Transactions Pursuant to Rule 10b5-1 Plans This Policy’s trading prohibitions and blackout periods do not apply to transactions under a written plan, contract, instruction, or arrangement made in compliance with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”), provided that such Rule 10b5-1 Plan has been reviewed and approved in advance by ORI’s General Counsel and meets the requirements set forth in Rule 10b5-1 (but note that this Policy’s blackout periods do apply to the adoption of a Rule 10b5-1 Plan by Directors, Executive Officers, and Designated Insiders and that transactions made by Directors and Executive Officers pursuant to Rule 10b5- 1 Plans are not exempt from Securities Laws Compliance as discussed in Section XI and must be promptly reported to the ORI General Counsel). Pre-planned trading arrangements that do not meet the requirements of Rule 10b5-1 are prohibited. VII. Additional Prohibited Transactions (Applicable to Directors, Executive Officers, and Designated Insiders) Directors, Executive Officers, and Designated Insiders are prohibited from engaging in speculative transactions in Company Securities, hedging the economic risk of their ownership of Company Securities, and certain other transactions in Company Securities that may lead to inadvertent violations of insider

6 trading laws or create a conflict of interest. Specifically, the following transactions with respect to Company Securities are prohibited: • Short sales; • Buying or selling options in Company Securities, including in put or call options, or any other derivatives or similar instruments in Company Securities (e.g., forwards, warrants, collars, swaps, etc.); • Holding Company Securities in margin accounts and/or pledging Company Securities as collateral for loans or other obligations; and • Hedging transactions. VIII. Trading Windows and Blackout Periods (Applicable to Directors, Executive Officers, and Designated Insiders) In addition to being subject to all other limitations in this Policy, Directors, Executive Officers, and Designated Insiders may only transact in Company Securities (including exercising options) during “open trading windows.” Open trading windows occur when the Company is not in a “blackout period,” and blackout periods occur as follows: • Quarterly Blackout Periods. Trading in Company Securities is prohibited from before the market opens on the date that is fifteen (15) days prior to the end of each fiscal quarter (i.e., March 16, June 15, September 15, and December 16) until market close on the second full day of trading following the release of the Company’s quarterly earnings. • Ad Hoc Blackout Periods. From time to time, other types of material information regarding the Company may not be publicly disclosed, and ORI’s General Counsel may issue an ad hoc blackout period during which Directors, Executive Officers, and other persons with knowledge of such MNPI are prohibited from trading in Company Securities until a reasonable period of time (generally two (2) trading days) has elapsed since such information has been publicly released by the Company. Ad hoc blackouts that impact only Directors and Executive Officers may not be announced, but pre- clearance (as discussed in Section IX of this Policy) will not be granted during an ad hoc blackout period. If an ad hoc blackout period is announced, the announcement generally will not disclose the reason for the ad hoc blackout. The affected persons must keep the existence of any ad hoc blackout period confidential. Even during open trading windows, at no time may any Insider transact in Company Securities (including exercising options) if the Insider is aware of MNPI. Additionally, even during open trading windows, Directors and Executive Officers must pre-clear all transactions in Company Securities in accordance with Section IX of this Policy. Designated Insiders who have been informed by ORI’s General Counsel that they must comply with Section IX of this Policy also must pre-clear all transactions in Company Securities in accordance with Section IX. IX. Pre-Clearance (Applicable to Directors, Executive Officers, and Certain Designated Insiders) At all times, regardless of whether the Company is in a “blackout period” or an “open trading window,” each Director and Executive Officer must obtain pre-clearance from ORI’s General Counsel, or such General Counsel’s delegate, before such person or one of their Related Persons engages in any transaction in Company Securities. Designated Insiders who are informed by ORI’s General Counsel that they are subject to this Section IX also must obtain pre-clearance from ORI’s General Counsel, or such General Counsel’s delegate, before such person or one of their Related Persons engages in any transaction in Company Securities.

7 Requests for pre-clearance should be submitted to ORI’s General Counsel (or delegate) at least three (3) business days in advance of the proposed transaction, or a shorter period as may be acceptable to ORI’s General Counsel. Any pre-clearance received from ORI’s General Counsel (or delegate) to engage in a proposed transaction is effective until the first to occur of (i) market close on the second trading day following the pre-clearance date, (ii) the beginning of any blackout period, or (iii) the time at which such person comes into possession of MNPI. If anyone subject to these procedures comes into possession of MNPI at any time before or after obtaining pre-clearance, they should immediately cancel any pending transactions in Company Securities and refrain from engaging in any transactions in Company Securities. Pre-clearance will be granted or denied based solely on the restraints imposed by this Policy and will not constitute investment advice regarding the advisability of any transaction or ensure compliance with securities laws. If pre-clearance is denied, the fact of such denial must be kept confidential by the person requesting such pre-clearance. X. Purchases of Securities by Directors, Executive Officers, other Affiliated Purchasers, and the Company during Company Share Repurchase Programs From time to time, the Company may engage in share repurchase programs. The Company will conduct its share repurchase programs in a manner that is intended to comply with Exchange Act Rule 10b-18, which provides the Company with a non-exclusive safe harbor from liability under certain market manipulation rules. In order to preserve the Company’s reliance on Rule 10b-18, at any time that a share repurchase program is in effect, Directors, Executive Officers, and other “affiliated purchasers” (as defined in Rule 10b- 18), including Company benefit plans, will be restricted from purchasing shares of the Company’s common stock on any day that the share repurchase program purchases shares of the Company’s common stock. In order to facilitate purchases by Directors, Executive Officers, and other affiliated purchasers during share repurchase programs, the Company may prohibit the share repurchase program from making purchases on certain days (for example, the Company may elect to reserve the first trading day of each month as a day when Directors, Executive Officers, and other affiliated purchasers may purchase shares of the Company’s common stock while the share repurchase program is prohibited from making purchases). As it relates to the Company, the Company will not engage in transactions in Company Securities while in possession of MNPI, except for transactions under a Rule 10b5-1 Plan that meets the requirements set forth in Rule 10b5-1 under the Exchange Act. XI. Securities Law Compliance (applicable to Directors and Executive Officers) Directors and Executive Officers must comply with all applicable securities laws related to their trading in Company Securities, including Form 3, 4, and 5 reporting under Section 16(a) of the Exchange Act, “short- swing” liability under Section 16(b) of the Exchange Act, and restrictions on the sale of the Company’s common stock (including sales from a 401(k) Plan account) and Form 144 filing requirements under Rule 144 under the Securities Act of 1933, as amended. Additional information about these requirements can be obtained from ORI’s General Counsel. Directors and Executive Officers are also encouraged to discuss these requirements with their own legal advisors, financial advisors, and brokers. XII. Policy Interpretations and Amendments ORI’s General Counsel and ORI’s Chief Executive Officer in consultation with the General Counsel are the only persons authorized to interpret this Policy. Any such interpretation must be consistent with the general purpose of this Policy.

Document

		Exhibit (21)
Subsidiaries of the registrant (As of December 31, 2024)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
OLD REPUBLIC INTERNATIONAL CORPORATION	Delaware	---
Old Republic General Insurance Group, Inc.	Delaware	100%
BITCO Corporation	Delaware	100%
BITCO General Insurance Corporation	Iowa	100%
BITCO National Insurance Company	Iowa	100%
BITCO Construction Group, Inc.	Delaware	100%
BITCO Construction Insurance Agency, Inc.	California	100%
BITCO Construction Insurance Agency of New York, Inc.	New York	100%
BITCO Security Assurance Company, IC	Vermont	100%
Old Republic Security Assurance Company	Illinois	100%
Brummel Brothers, Inc.	Illinois	100%
Employers General Insurance Group, Inc.	Delaware	100%
National General Agency, Inc.	Texas	100%
Inter West Assurance, Ltd.	North Carolina	100%
Old Republic Accident & Health, Inc.	Delaware	85%
Old Republic Accident & Health Security Assurance Company, IC	Vermont	100%
Old Republic Aerospace, Inc.	Delaware	100%
Old Republic Excess & Surplus, Inc.	Delaware	85%
Old Republic Excess & Surplus Assurance Company, IC	Vermont	100%
ORI Great West Holding, Inc.	Delaware	100%
Great West Casualty Company	Nebraska	100%
Joe Morton & Sons, Inc.	Nebraska	100%
Old Republic Allied Management Company	Delaware	100%
Old Republic General Insurance Corporation	Illinois	100%
ORHP Management Company	Illinois	100%
Old Republic Home Protection Company, Inc.	California	100%
Old Republic Inland Marine, Inc.	Delaware	100%
Old Republic Inland Marine Company, IC	Vermont	100%
Old Republic Insurance Company	Pennsylvania	100%
Old Republic Lawyers Specialty Insurance, Inc.	Delaware	85%
Old Republic Lawyers Specialty Insurance Company, IC	Vermont	100%
Old Republic Mercantile Insurance Company	Vermont	100%
Old Republic Professional Liability, Inc.	Delaware	100%
Old Republic Residual Market Services, Inc.	Delaware	100%
Old Republic Residual Market Insurance Company	North Carolina	100%
Old Republic Risk Management, Inc.	Delaware	100%
Old Republic Security Holdings, Inc.	Delaware	100%
Old Republic Insured Automotive Services, Inc.	Oklahoma	100%
Minnehoma Automobile Association, Inc.	Florida	100%
Old Republic Specialty Insurance Underwriters, Inc.	Delaware	100%
Old Republic Specialty Insurance Company, IC	Vermont	100%
Old Republic Surety Group, Inc.	Delaware	100%
Old Republic Surety Company	Wisconsin	100%
Old Republic Union Insurance Company	Illinois	100%
		Exhibit (21)
---	---	---
Subsidiaries of the registrant (As of December 31, 2024)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
Old Republic General Insurance Group, Inc. (continued)
PMA Companies, Inc.	Pennsylvania	100%
Pennsylvania Manufacturers Association Insurance Company	Pennsylvania	100%
Pennsylvania Manufacturers Indemnity Company	Pennsylvania	100%
Manufacturers Alliance Insurance Company	Pennsylvania	100%
PMA Holdings, Ltd.	Bermuda	100%
Pennsylvania Manufacturers International Insurance, Ltd.	Bermuda	100%
Mid Atlantic States Investment Company	Delaware	100%
PMA Insurance SPC	Cayman Islands	100%
PMA Management Corp.	Pennsylvania	100%
PMA Management Corp. of New England, Inc.	Connecticut	100%
Reliable Canadian Holdings, Ltd.	Federal (Canada)	100%
D.I.S.C.C. Enterprise, Ltd.	British Columbia (Canada)	100%
Reliable Life Insurance Company	Federal (Canada)	100%
Old Republic Insurance Company of Canada	Federal (Canada)	100%
Republic Credit Indemnity Companies, Inc.	Delaware	100%
Republic Equity Credit Services, Inc.	Illinois	100%
Republic Insured Credit Services, Inc.	Delaware	100%
Old Republic Title Insurance Group, Inc.	Delaware	100%
Old Republic National Title Holding Company	Delaware	100%
Old Republic Title Insurance Companies, Inc.	Delaware	100%
American Guaranty Title Insurance Company	Oklahoma	100%
Old Republic National Title Insurance Company	Florida	100%
Old Republic Title Companies, Inc.	Delaware	100%
Old Republic Eastern Title, Inc.	Delaware	100%
Compass Abstract, Inc.	Pennsylvania	100%
Genesis Abstract, LLC	Pennsylvania	38%
L.T. Service Corp.	New York	100%
Lex Terrae, Ltd.	New York	100%
Lex Terrae National Title Services, Inc.	New Jersey	100%
Mississippi Valley Title Services Company	Mississippi	100%
Old Republic Title Company of Tennessee	Tennessee	100%
Sentry Abstract Company	Pennsylvania	100%
Troon Management Corporation	Pennsylvania	100%
Old Republic Central Title, Inc.	Delaware	100%
American First Title & Trust Company	Oklahoma	100%
Lenders Inspection Company	Oklahoma	80%
Old Republic Title Company of Conroe	Texas	100%
Old Republic Title Company of Oklahoma	Oklahoma	100%
Old Republic Title Company of St. Louis, Inc.	Missouri	100%
Old Republic Western Title, Inc.	Delaware	100%
Old Republic Title Holding Company, Inc.	California	100%
Mara Escrow Company	California	100%
		Exhibit (21)
---	---	---
Subsidiaries of the registrant (As of December 31, 2024)
		Percentage
		of Voting
		Securities
		Owned by
	State of	Immediate
Name	Organization	Parent
Old Republic Title Insurance Group, Inc. (continued)
Old Republic Escrow of Vancouver, Inc.	Washington	100%
Old Republic Title and Escrow of Hawaii, Ltd.	Hawaii	100%
Old Republic Title Company	California	100%
Old Republic Title Company of Nevada	Nevada	100%
Old Republic Title Company of Oregon	Oregon	100%
Old Republic Title Information Concepts, Inc.	California	100%
Old Republic Title Insurance Agency, Inc.	Arizona	100%
Old Republic Title, Ltd.	Delaware	100%
Old Republic National Title Services, Inc.	Delaware	100%
Old Republic Diversified Services, Inc.	Minnesota	100%
Old Republic Exchange Company	California	100%
Attorneys’ Title Fund Services, Inc.	Florida	100%
ORT Ancillary Services, Inc.	Minnesota	100%
Old Republic Title Tech Companies, Inc.	Delaware	100%
eRecording Partners Network, LLC	Minnesota	80%
iMarc, Inc.	New Hampshire	100%
op2 Solutions, Inc.	Texas	100%
Orion Technologies, Inc.	Delaware	100%
RQ Holdings, Inc.	Texas	100%
RamQuest Software, Inc.	Texas	100%
Guardian Consumer Services, Inc.	Texas	99%
Republic Financial Indemnity Group, Inc.	Delaware	100%
Old Republic Life Insurance Group, Inc.	Delaware	100%
Old Republic Life Insurance Company	Illinois	100%
Old Republic National Services Group, Inc.	Illinois	100%
Owns minor subsidiaries & affiliates	Various	100%
American Business & Mercantile Insurance Mutual, Inc.	Delaware	*
Inter Capital Group, Inc.	Delaware	100%
Inter Capital Company of Chicago	Delaware	100%
Inter Capital Realty Corporation	Delaware	100%
* Owned by its policyholders

ex231consent

KPMG LLP Aon Center Suite 5500 200 E. Randolph Street Chicago, IL 60601-6436 KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (Nos. 2-80883, 333-37210, 333- 147801, 333-170090, 333-210054, 333-265245, and 333-276001) on Form S-8 and (Nos. 33-29220, 33-54104, 333-254094 and 333-276002) on Form S-3 of our report dated February 28, 2025, with respect to the consolidated financial statements of Old Republic International Corporation and the effectiveness of internal control over financial reporting. Chicago, Illinois February 27, 2025

Document

Exhibit (24)

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned director of Old Republic International Corporation, a Delaware corporation (the “Company”), hereby constitutes and appoints Craig R. Smiddy his or her true and lawful attorney-in-fact and agent, with full and several power of substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, to sign one or more Annual Reports for the Company’s fiscal year ended December 31, 2024, on Form 10-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any amendments or supplements thereto, and all additional amendments and supplements thereto, each in such form as said attorney-in-fact and agent may approve, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done so that such Annual Report or Annual Reports shall comply with the Exchange Act and the applicable rules and regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or resubstitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Barbara A. Adachi

Barbara A. Adachi

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Steven J. Bateman

Steven J. Bateman

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Lisa J. Caldwell

Lisa J.Caldwell

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ John M. Dixon

John M. Dixon

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Michael D. Kennedy

Michael D. Kennedy

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Charles J. Kovaleski

Charles J. Kovaleski

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Spencer LeRoy, III

Spencer LeRoy, III

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Peter B. McNitt

Peter B. McNitt

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Glenn W. Reed

Glenn W. Reed

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Therace M. Risch

Therace M. Risch

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ J. Eric Smith

J. Eric Smith

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s Fredricka Taubitz

Fredricka Taubitz

Exhibit (24)

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of February, 2025.

/s/ Steven R. Walker

Steven R. Walker

Document

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certifications

CERTIFICATIONS

I, Craig R. Smiddy, certify that:

1. I have reviewed this yearly report on Form 10-K of Old Republic International Corporation (“the registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based upon our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2025

/s/ Craig R. Smiddy

Craig R. Smiddy

President and

Chief Executive Officer

Document

Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certifications

CERTIFICATIONS

I, Frank J. Sodaro, certify that:

1. I have reviewed this yearly report on Form 10-K of Old Republic International Corporation (“the registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2025

/s/ Frank J. Sodaro

Frank J. Sodaro

Senior Vice President,

Chief Financial Officer, and

Principal Accounting Officer

Document

Item 32.1, 18 U.S.C. Section 1350 Certification

CERTIFICATION OF PERIODIC REPORT

I, Craig R. Smiddy, the President and Chief Executive Officer of Old Republic International Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1)the yearly report on Form 10-K of the Company for the year ended December 31, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)the information contained in the Report fairly presents the financial condition and results of operations of the Company.

Dated: February 25, 2025

/s/ Craig R. Smiddy

Craig R. Smiddy

President and

Chief Executive Officer

Document

Item 32.2, 18 U.S.C. Section 1350 Certification

CERTIFICATION OF PERIODIC REPORT

I, Frank J. Sodaro, the Senior Vice President and Chief Financial Officer of Old Republic International Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(2)the information contained in the Report fairly presents the financial condition and results of operations of the Company.

Dated: February 25, 2025

/s/ Frank J. Sodaro

Frank J. Sodaro

Senior Vice President,

Chief Financial Officer and

Principal Accounting Officer

ex99ori401ksavingsandpro

ORI 401(k) Savings and Profit Sharing Plan Restated Effective January 1, 2025

i TABLE OF CONTENTS SECTION I - PURPOSE .................................................................................................................1 1.1. Introduction .........................................................................................................................1 1.2. Qualified Plan......................................................................................................................1 SECTION II - EFFECTIVE DATE - DEFINITIONS .....................................................................1 2.1. Effective Date......................................................................................................................1 2.2. Definitions ...........................................................................................................................1 2.3. Gender and Number ..........................................................................................................12 SECTION III - ELIGIBILITY .......................................................................................................12 3.1. General Rule......................................................................................................................12 3.2. Leased Employees and Independent Contractors .............................................................12 3.3. Notice of Eligibility.........................................................................................................133 3.4. Consent of Participants and Beneficiary Designation .....................................................133 SECTION IV - CONTRIBUTIONS ..............................................................................................13 4.1. Salary Reduction Contributions ........................................................................................13 4.2. Employee After-Tax Contributions...................................................................................15 4.3. Change of Rate of Contributions.....................................................................................166 4.4. Employer Matching Contributions ....................................................................................16 4.5. Safe Harbor Nonelective Employer Contributions ...........................................................16 4.6. Discretionary Employer Contributions .............................................................................16 4.7. Consequences if Employer Cannot Contribute .................................................................17 4.8. Cash or in Kind .................................................................................................................17 4.9. No Reversion .....................................................................................................................17 4.10. Return Upon Mistake ......................................................................................................17 4.11. Excess Deferrals ..............................................................................................................17 4.12. Limitation ........................................................................................................................18 4.13. Employer Contributions for Acquisition Loans ..............................................................18 4.14. Acquisition Loans ...........................................................................................................18 4.15. In-Plan Roth Rollover .....................................................................................................19 SECTION V - LIMITATIONS ......................................................................................................20 5.1. Definitions .........................................................................................................................20 5.2. ACP Discrimination Test ..................................................................................................21

ii 5.3. Correction of Excess Aggregate Contributions - ACP Test .............................................21 5.4. ADP Discrimination Test ..................................................................................................22 5.5. Correction of Excess Contributions - ADP Test ...............................................................23 5.6. ADP and ACP- Current Year Testing Method ..............................................................244 SECTION VI - ADMINISTRATION COMMITTEE ...................................................................24 6.1. Members ............................................................................................................................24 6.2. Secretary ............................................................................................................................24 6.3. Duties ................................................................................................................................24 6.4. Majority Vote ....................................................................................................................24 6.5. Indemnification ...............................................................................................................255 6.6. No Compensation ..............................................................................................................25 6.7. Counsel and Agents ..........................................................................................................25 6.8. Records ..............................................................................................................................25 6.9. Successor ...........................................................................................................................25 6.10. Claims Procedure ............................................................................................................25 6.11. Information from the Employers ...................................................................................266 6.12. Voting Rights ..................................................................................................................26 6.13. Funding Policy ................................................................................................................26 SECTION VII - ACCOUNTING PROVISIONS ........................................................................277 7.1. Cash Basis .......................................................................................................................277 7.2. Taxes and Expenses ........................................................................................................277 7.3. Accounts ............................................................................................................................27 7.4. Accounting for Allocations ...............................................................................................28 7.5. Maintenance of Participants’ ESOP Accounts ..................................................................28 7.6. Maintenance of Participants’ Individual Contribution Accounts......................................29 7.7. Allocation and Crediting of Employer Matching Contributions.......................................29 7.8. Limitations as to Certain Section 1042 Transactions ........................................................30 7.9. Dividends ..........................................................................................................................30 7.10. Accounts Maintained for Record Keeping Only .............................................................32 7.11. Allocation of Forfeitures and Discretionary Contributions ............................................32 7.12. Committee Records .........................................................................................................33 7.13. Participant Statements .....................................................................................................33

iii SECTION VIII - INVESTMENT OF THE TRUST FUND .........................................................33 8.1. Separate Investment Funds ...............................................................................................33 8.2. Old Republic Employer Matching Stock Fund .................................................................33 8.3. Funds ...............................................................................................................................344 SECTION IX - VESTING - FORFEITURES ...............................................................................34 9.1. Full Vesting .......................................................................................................................34 9.2. Vesting on Termination of Service—In General ..............................................................34 9.3. Vesting on Termination of Service—Baseline Security Plan Transferred Accounts ......................................................................................................................35 9.4. Vesting on Termination of Service—RMIC Plan Transferred Accounts .........................38 9.5. Breaks in Service and Return to Service ...........................................................................38 9.6. Source of Restoration of Forfeitures .................................................................................39 9.7. Service of Less than 1,000 Hours .....................................................................................39 9.8. Vesting Schedule Amendments ........................................................................................39 SECTION X - RETIREMENT ......................................................................................................40 10.1. Normal and Late Retirement ...........................................................................................40 10.2. Disability .........................................................................................................................40 SECTION XI - PAYMENT OF BENEFITS .................................................................................40 11.1. Form ................................................................................................................................40 11.2. Commencement Date ......................................................................................................41 11.3. Installment Distributions—Minimum Requirements ......................................................42 11.4. Death Benefits .................................................................................................................43 11.5. Deductions for Taxes and Expenses ...............................................................................45 11.6. Payments to Minors ........................................................................................................45 11.7. Missing Distributees........................................................................................................45 11.8. Special QDRO Provisions ...............................................................................................45 11.9. Direct Rollovers ..............................................................................................................46 SECTION XII - Application of joint and survivor annuity requirements .....................................47 12.1. In General ........................................................................................................................47 12.2. Pre-Death Distribution Requirements .............................................................................48 12.3. Distributions After Death ................................................................................................49 12.4. Qualified Election ..........................................................................................................51 SECTION XIII - MINIMUM DISTRIBUTION REQUIREMENTS ...........................................52 13.1. General Rules ..................................................................................................................52

iv 13.2. Time and Manner of Distribution ...................................................................................53 13.3. Required Minimum Distributions During Participant’s Lifetime ...................................54 13.4. Required Minimum Distributions After Participant’s Death ..........................................55 13.5. Definitions .......................................................................................................................57 13.6. Special Rule for 2009 RMDs ..........................................................................................58 SECTION XIV - INCOME OR LOSS ..........................................................................................58 14.1. Calculation ......................................................................................................................58 14.2. Valuation .........................................................................................................................59 SECTION XV - AMENDMENT...................................................................................................59 15.1. Amendment .....................................................................................................................59 SECTION XVI - TERMINATION ...............................................................................................59 16.1. Right to Terminate ..........................................................................................................59 16.2. Sale or Bankruptcy of Employer .....................................................................................59 16.3. Distribution Upon Termination .......................................................................................59 16.4. Power of Trustee .............................................................................................................60 16.5. Merger or Consolidation .................................................................................................60 SECTION XVII - RESIGNATIONS - REPLACEMENTS ..........................................................60 17.1. Resignation ......................................................................................................................60 17.2. Vacancy ...........................................................................................................................60 SECTION XVIII - WITHDRAWALS ..........................................................................................61 18.1. Withdrawal of After-Tax Contributions .........................................................................61 18.2. Hardship Withdrawals .....................................................................................................61 18.3. Age 591/2 Withdrawals...................................................................................................62 18.4. Withdrawal of Rollover Accounts ..................................................................................63 18.5. Withdrawal of RMIC Plan Transferred Accounts ..........................................................63 18.6. Computing Vested Amounts After a Withdrawal ...........................................................63 18.7. Requests for Withdrawals ...............................................................................................63 SECTION XIX - ADDITIONAL EMPLOYERS..........................................................................63 19.1. Adoption by Subsidiaries ................................................................................................63 SECTION XX - MAXIMUM ADDITIONS .................................................................................64 20.1. General ............................................................................................................................64 20.2. Adjustments to 415 Compensation .................................................................................64 20.3. Definition of Annual Additions ......................................................................................65

v 20.4. Change of Limitation Year..............................................................................................66 20.5. Aggregation and Disaggregation of Plans ......................................................................66 20.6. Compensation Limit ........................................................................................................68 20.7. Correction ........................................................................................................................68 SECTION XXI - ROLLOVERS ....................................................................................................68 21.1. Rollover ...........................................................................................................................68 21.2. Plan to Plan Transfer .......................................................................................................69 21.3. Procedures .......................................................................................................................69 SECTION XXII - TOP-HEAVY RESTRICTIONS ......................................................................69 22.1. When Applicable .............................................................................................................69 22.2. Top Heavy Ratio .............................................................................................................70 22.3. Definitions .......................................................................................................................71 22.4. Top Heavy Limitations ...................................................................................................72 SECTION XXIII - MISCELLANEOUS .......................................................................................72 23.1. Fiduciary Duties ..............................................................................................................72 23.2. Assignment of Accounts Prohibited................................................................................72 23.3. Evidence of Actions ........................................................................................................73 23.4. Restrictions Remain ........................................................................................................73 23.5. No Contract of Employment ...........................................................................................73 23.6. No Discrimination ...........................................................................................................73 23.7. Controlling Law ..............................................................................................................73 23.8. Named Fiduciaries ..........................................................................................................73 23.9. Special Provisions for Participants in Qualified Military Service ..................................73 SECTION XXIV - DIRECTED INVESTMENT OF PARTICIPANTS’ CONTRIBUTIONS .................................................................................................................75 24.1. Funds ...............................................................................................................................75 24.2. Change of Investment Election .......................................................................................75 24.3. Transfers Among Funds ..................................................................................................75 24.4. Election as to Future Contributions ................................................................................76 24.5. Diversification Rules Pursuant to the Pension Protection Act of 2006 ..........................76 24.6. Procedures .......................................................................................................................77 SECTION XXV - PLAN LOANS .................................................................................................78 25.1. Plan Loans .......................................................................................................................78 25.2. Loan Policy .....................................................................................................................78

vi 25.3. Special Rules under USERRA for Loan Repayments ....................................................78 25.4. RMIC Plan Loans ............................................................................................................78

1 SECTION I - PURPOSE 1.1. Introduction Effective January l, 1978, the Old Republic International Corporation Employees Savings and Profit Sharing Plan (hereinafter referred to as the “Former Plan”) was created to provide retirement income for eligible employees of Old Republic International Corporation and certain other corporations affiliated with the Company which have adopted this Plan. The Former Plan was amended and restated as the Old Republic International Corporation Employees Savings and Stock Ownership Plan (hereinafter referred to as the “Plan”). Effective December 30, 2022, the Old Republic Baseline Security Plan was merged in to the Plan, and the Plan was retitled as the ORI 401(k) Savings and Profit Sharing Plan. Effective August 1, 2024, the Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan was merged into the Plan. Effective January 1, 2025, the Plan is further amended and restated. 1.2. Qualified Plan The Plan and Trust are intended to meet the requirements of Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and the Employee Retirement Income Security Act of 1974, as amended from time to time. The Company intends this Plan to be a tax-qualified stock bonus plan under section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and an employee stock ownership plan within the meaning of section 407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and sections 409 and 4975(e)(7) of the Code. The Plan is designed to invest primarily in the common stock of the Company, which stock constitutes “qualifying employer securities” within the meaning of section 407(d)(5) of ERISA and sections 409(l) and 4975(e)(8) of the Code. Accordingly, the Plan and Trust shall be interpreted and applied in a manner consistent with the Company’s intent for it to be a tax-qualified plan designed to invest primarily in qualifying employer securities. SECTION II - EFFECTIVE DATE - DEFINITIONS 2.1. Effective Date Originally the Plan was effective as of January l, 1978. The Plan was restated effective as of January l, 1979, January 1, 1980, January 1, 1984, January 1, 1989, January 1, 1997, January 1, 2002, January 1, 2005, January 1, 2006, January 1, 2008, January 1, 2014, and December 30, 2022. This restatement shall be effective January 1, 2025, except where indicated otherwise. 2.2. Definitions As used herein, the following terms shall have the meaning set after each: (a) “Account” or “Accounts” shall mean the individual record-keeping account or accounts established on behalf of a Participant to hold certain contributions made to the Plan on behalf of such Participant, and earnings and losses thereon. The Accounts maintained under the Plan are the following:

2 (1) Individual Contribution Account, with the following sub-Accounts: Employee After-Tax Contribution Account, Salary Reduction Contribution Account, and Roth 401(k) Contribution Account; (2) Pre-2025 ESOP Account, with the following sub-Accounts: Company Stock Account and ESOP Cash Account; (3) Post-2024 ESOP Account, with the following sub-Accounts: Company Stock Account and ESOP Cash Account; (4) Pre-2025 Discretionary Employer Contribution Account; (5) Post-2024 Discretionary Employer Contribution Account; (6) Safe Harbor Nonelective Employer Contribution Account; (7) Baseline Security Plan Transferred Accounts; (8) RMIC Plan Transferred Accounts; (9) Rollover Contribution Account; and (10) Roth Rollover Contribution Account. (b) “Acquisition Loan” shall mean a loan (or other extension of credit), incurred or assumed by the Trustee in connection with the purchase of Company Stock. (c) “Affiliated Company” shall mean: (1) a Subsidiary as defined in paragraph 2.2(pp) except that eighty percent (80%) shall replace fifty percent (50%) each time the latter occurs in that paragraph; (2) a partnership or other entity which is controlled directly or indirectly eighty percent (80%) or more by the Company but only for the period during which such control exists; (3) a corporation, partnership, or other entity which owns directly or indirectly eighty percent (80%) or more of the voting stock of the Company but only for the period during which ownership exists; (4) a corporation, partnership, or other entity which an entity specified in paragraph (3) above owns or controls in a manner as specified in paragraphs (1) or (2) above, but only for the period during which such ownership or control exists; (5) a corporation, partnership, or other entity which is a member of an affiliated service group with the Company, as defined in Section 414(m)

3 of the Code, but only for the period during which such affiliation exists; and (6) a corporation, partnership, or other entity which is required to be aggregated with the Company pursuant to Section 414 of the Code, but only for the period during which such aggregation is required. (d) “Allocation Date” shall mean each business day of a Plan Year. (e) “Baseline Security Plan” shall mean the Baseline Security Plan as maintained by the Company immediately prior to December 30, 2022. (f) “Baseline Security Plan Transferred Account” shall mean any and all of the following Accounts which were transferred to this Plan in a direct Trustee-to- Trustee transfer effective December 30, 2022: (1) Baseline Security Plan Discretionary Employer Contribution Account; (2) Baseline Security Plan Rollover Account; (3) a Predecessor Plan Pre-Tax Deferral Account to reflect amounts transferred into the Baseline Security Plan from all pre-tax elective deferral accounts in the Predecessor Plans, and earnings and losses thereon; (4) a Predecessor Plan After-Tax Contribution Account to reflect amounts transferred into the Baseline Security Plan from all after-tax deferral accounts (other than Roth accounts) in the Predecessor Plans, and earnings and losses thereon; (5) a Predecessor Plan Rollover Account to reflect amounts transferred into the Baseline Security Plan from all rollover and transfer accounts in the Predecessor Plans (other than amounts transferred to the ATFS MPP Rollover Account), and earnings and losses thereon, (6) a Predecessor Plan Roth Contribution Account to reflect amounts transferred to the Baseline Security Plan from all Roth accounts in the Predecessor Plans, and earnings and losses thereon. (7) a Predecessor Plan QNEC Account to reflect amounts transferred to the Baseline Security Plan from all qualified non-elective contribution accounts in the Predecessor Plans, and earnings and losses thereon. (8) a Bituminous Matching Contribution Account to reflect amounts transferred to the Baseline Security Plan from the Matching Contribution Account in the Bituminous Plan, and earnings and losses thereon;

4 (9) a Great West Matching Contribution Account to reflect amounts transferred from the Matching Contribution Account in the Great West Plan to the Baseline Security Plan, and earnings and losses thereon; (10) a Great West Discretionary Employer Contribution Account to reflect amounts transferred from the Discretionary Employer Contribution Account in the Great West Plan to the Baseline Security Plan, and earnings and losses thereon; (11) an ORIAS Employer Contribution Account to reflect amounts transferred from the Matching Account and Profit Sharing Account in the ORIAS Plan to the Baseline Security Plan, and earnings and losses thereon; (12) a Phoenix Aviation Employer Contribution Account to reflect amounts transferred from the employer contribution accounts in the Phoenix Plan to the Baseline Security Plan, and earnings and losses thereon; (13) a PMA Matching Contribution Account to reflect amounts transferred from the Matching Contribution Account in the PMA Plan to the Baseline Security Plan, and earnings and losses thereon; (14) a PMA Retirement Contribution Account to reflect amounts transferred from the Retirement Contribution Account in the PMA Plan to the Baseline Security Plan, and earnings and losses thereon; (15) a RamQuest Employer Contribution Account, to reflect amounts transferred from the matching contribution account and profit sharing account in the RamQuest Plan to the Baseline Security Plan, and earnings and losses thereon; (16) a Title Group Matching Account to reflect amounts transferred from the Matching Account in the Title Group Plan to the Baseline Security Plan, and earnings and losses thereon; (17) a Title Group Profit Sharing Account to reflect amounts transferred from the Profit Sharing Account in the Title Group Plan to the Baseline Security Plan, and earnings and losses thereon; (18) a Title Group Prior Employer Account to reflect amounts transferred from the Prior Employer Account in the Title Group Plan to the Baseline Security Plan, and earnings and losses thereon; (19) an ATFS Pre-Tax Deferral Account to reflect amounts transferred from the Pre-Tax Deferral Account in the ATFS Plan to the Baseline Security Plan, and earnings and losses thereon;

5 (20) an ATFS Matching Contribution Account to reflect accounts transferred from the Matching Contribution Account in the ATFS Plan to the Baseline Security Plan, and earnings and losses thereon; (21) an ATFS Discretionary Employer Contribution Account to reflect amounts transferred from the Discretionary Employer Contribution Account in the ATFS Plan to the Baseline Security Plan, and earnings and losses thereon; (22) an ATFS MPP Discretionary Employer Contribution Merger Account to reflect amounts transferred from the Discretionary Employer Contribution Merger Account in the ATFS Plan to the Baseline Security Plan, and earnings and losses thereon; and (23) an ATFS MPP Rollover Account to reflect amounts transferred from the Rollover Account in the ATFS Plan to the Baseline Security Plan, and earnings and losses thereon. (g) “Beneficiary” shall mean any person (other than a Participant), estate, trust or organization entitled to receive benefits hereunder. (h) “Calculation Year” shall mean the Company’s fiscal year immediately preceding the year for which the Company contribution is being calculated. (i) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. (j) “Committee” shall mean the Administration Committee appointed pursuant to Article VI of this Plan. (k) “Company” shall mean Old Republic International Corporation, a corporation organized under the laws of the State of Delaware. (l) “Company Stock” shall mean common stock of the Company, which is readily tradable on an established securities market. (m) “Compensation” shall mean a Participant’s total wages, salaries, and other amounts received by a Participant from an Employer during the calendar year that are required to be reported as wages on the Participant’s Form W-2 including, but not limited to, compensation for services on the basis of a percentage of profits and bonuses. However, for the purposes of the Plan, the amount of a Participant’s Compensation for any year is limited to the amount prescribed in section 401(a)(17)(B) of the Code, as adjusted from time to time, which for 2025 is $350,000. In addition, the term “Compensation” shall not include: (1) a distribution from this Plan or another funded plan of deferred compensation to a Participant, regardless of whether such distribution is includable in the Participant’s gross income in the year of distribution;

6 (2) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; and (3) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option. (n) “Eligible Participant” shall mean any Participant who is or was an Employee of an Employer during the applicable Plan Year but excludes Leased Employees within the meaning of Section 414(n)(2) of the Code. (o) “Employee” shall mean any individual employed by an Employer. “Employee” shall include “Leased Employees” within the meaning of Section 414(n)(2) of the Code. “Employee” shall include officers but shall not include directors who are not otherwise officers or employees. “Employee” shall not include individuals employed on a temporary basis, which means that when they are hired they are hired for a limited period of less than one year. (p) “Employer” and “Employers” shall mean the Company and each other corporation, which with the consent of the Company, that adopts this Plan as provided in Article XIX hereof. (q) “Employer Discretionary Contributions” means the discretionary nonelective contributions made pursuant to Section 4.6 of the Plan. (r) “Employer Matching Contributions” means the matching contributions made pursuant to Section 4.4 of the Plan. (s) “ERISA” shall mean Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time. (t) “Financed Shares” shall mean shares of Company Stock acquired by the Trustee with the proceeds of an Acquisition Loan. (u) “Highly Compensated Employee” shall mean a highly compensated employee or highly compensated former employee determined in accordance with Code section 414(q) and the Company’s election hereby and pursuant to Treasury Regulation Section 1.414(q)-1T A-14(b), to make the look-back year calculation for a Plan Year on the basis of the calendar year ending with the current Plan Year effective for Plan Years beginning on or after January 1, 1997. Accordingly, a Highly Compensated Employee shall generally include: (1) any Employee who during the Plan Year or the preceding Plan Year was at any time a 5% or more owner of the Company or an Affiliated Company;

7 (2) any Employee who received Compensation in excess of the amount prescribed in section 414(q) of the Code, as adjusted from time to time, which for 2025 is $160,000, from the Company or an Affiliated Company during the preceding Plan Year and was in the top 20% of employees based on compensation paid during that year; and (3) a former Employee who, with respect to the Company or an Affiliated Company, separated from service in a prior Plan Year and was a Highly Compensated Employee in either the Plan Year in which he terminated service or any Plan Year ending on or after the Employee’s 55th birthday. For purposes of this Section, “Compensation” shall mean compensation as defined in Code section 415(c)(3), including amounts contributed which are excludible from gross income under Code sections 125, 402(a)(8), 402(g)(3), 402(h), 403(b) or, effective January 1, 2001, 132(f). (v) “Hour of Service” shall mean the following: (1) each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer during the applicable Plan Year; (2) each hour for which an Employee is paid, or entitled to payment, by an Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty military duty or leave of absence. Notwithstanding the preceding sentence, (i) No more than 501 Hours of Service are required to be credited under this paragraph 2.2(v)(2) to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single Plan Year); (ii) An hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment, which solely reimburses an Employee for medical or medically related expenses, incurred by the Employee. For purposes of this paragraph 2.2(v)(2), a payment shall be deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among

8 others, a trust fund, or insurer, to which the Employer contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate. (3) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph 2.2(v)(l) or paragraph 2.2(v)(2), as the case may be and under this paragraph 2.2(v)(3). (4) For the purpose of counting Hours of Service for eligibility and vesting, service with an Affiliated Company immediately preceding or immediately succeeding service with an Employer shall be treated as service with the Employer. In addition, Participants who were employees of Surety Title Agency, Inc., a Utah corporation, as of June 30, 2019, shall receive credit for their service with that corporation for purposes of counting Hours of Service for eligibility and vesting service under the Plan. Participants who were employees of Mountain View Title & Escrow, Inc., a Utah corporation, as of January 14, 2022, shall receive credit for their service with that corporation for purposes of counting Hours of Service for eligibility and vesting service under this Plan. Employees who were employees of Bidwell Title and Escrow Company, a California corporation, (“Bidwell”) immediately prior to January 16, 2024, the date on which Old Republic Title Company acquired certain assets and employees of Bidwell, shall receive credit for their service with Bidwell for purposes of counting Hours of Service for eligibility and vesting service under this Plan. An Employee who is paid on a salaried basis shall receive credit for no fewer than 190 Hours of Service for each month during which he works at least one hour. In the case of a payment which is made or due on account of a period during which an Employee performs no duties, and which results in the crediting of Hours of Service under paragraph 2.2(v)(2), or in the case of an award or agreement for back pay, to the extent that such award or agreement is made with respect to a period described in paragraph 2.2(v)(2), the number of Hours of Service to be credited shall be determined on the basis of the rules set forth in 29 Code of Federal Regulations Section 2530.200b-2(b). The crediting of Hours of Service to the appropriate computation period shall be made on the basis of the rules set forth in 29 Code of Federal Regulations Section 2530.200b-2(b) and (c). (w) “Normal Retirement Date” shall mean the day on which an Employee attains age sixty-five. (x) “Loan Suspense Account” shall mean that portion of the Trust Fund consisting of Company Stock acquired with an Acquisition Loan that has not yet been allocated to the Participant’s Accounts.

9 (y) “One Year Break in Service” shall mean any Plan Year during which a Participant has not completed more than five hundred (500) Hours of Service with the Employers, except for a Plan Year in which the Employee retires, dies, or suffers permanent disability. Solely for purposes of determining whether an Employee has incurred a “Break in Service,” an Employee who is absent from work for any period on or after January 1, 1985: (i) by reason of the Employee’s pregnancy; (ii) by reason of the birth of a child of the Employee; (iii) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement, shall be credited with the Hours of Service which would normally have been credited to the Employee but for such absence, or 8 Hours of Service for each day of such absence if the Plan is unable to determine the number of Hours of Service that would normally have been credited to the Employee but for such absence; provided, however, that the total amount of Hours of Service credited by reason of any such pregnancy or placement shall not exceed 501 Hours of Service. Hours of Service credited pursuant to the preceding sentence shall be credited only to the Plan Year during which the absence commenced if a One Year Break in Service would be prevented by the crediting of such Hours to such Plan Year, or if the Hours are not required to prevent a One Year Break in Service for such Plan Year, then only to the immediately following Plan Year. (z) “Participant” shall mean an Employee who becomes eligible to participate in this Plan pursuant to Article III hereof. (aa) “Plan” shall mean this ORI 401(k) Savings and Profit Sharing Plan (formerly titled the Old Republic International Corporation Employees Savings and Stock Ownership Plan), as amended from time to time. (bb) “Plan Year” shall mean the twelve month period beginning January l and ending December 31. (cc) “Pre-2025 ESOP Account” means the Account containing Employer Matching Contributions made to the Plan on or before December 31, 2024. (dd) “Pre-2025 Discretionary Employer Contribution Account” means the Account containing Discretionary Employer Contributions made to the Plan on or before December 31, 2024. (ee) “Post-2024 ESOP Account” means the Account containing Employer Matching Contributions made to the Plan on or after January 1, 2025. (ff) “Post-2024 Discretionary Employer Contribution Account” means the Account containing Discretionary Employer Contributions made to the Plan on or after January 1, 2025. (gg) “Predecessor Plans” shall mean the following: Bituminous 401(k) Savings Plan (“Bituminous Plan”); Great West Casualty Company Profit Sharing Plan (“Great

10 West Plan”); M.A.R.A. Escrow 401(k) Profit Sharing Plan (“MARA Plan”); ORI Automotive Services Profit Sharing and 401(k) Plan (“ORIAS Plan”); Old Republic National Title Holding Company 401(k) Plan for Affiliated Companies (“Title Group Plan”); Phoenix Aviation Profit Sharing Plan (“Phoenix Plan”); PMA Companies, Inc. Retirement Savings Plan (“PMA Plan”); RamQuest Software, Inc. 401(k) Plan (“RamQuest Plan”); and the Attorneys’ Title Fund Services, LLC 401(k) Plan (“ATFS Plan”). (hh) “Prior RMIC Plan Employee Contributions” shall include the following Accounts: (1) RMIC Plan pre-tax deferrals; (2) RMIC Plan after-tax contributions; and (3) RMIC Plan rollover amounts. (ii) “Prior RMIC Plan Employer Contributions” shall include the following Accounts: (1) RMIC Plan Discretionary Employer Contribution Account. (jj) “Recognized Compensation” of any Participant for any year shall mean a Participant’s total wages, fees for professional services and other amounts received by a Participant during a calendar year (provided such amount is paid in cash) for personal services actually rendered in the course of employment with adopting Employers to the extent that the amounts are includable in gross income, and excluding the following: (1) contributions to this Plan or another plan of deferred compensation (whether or not qualified) that are not includable in the Participant’s gross income in the year of contribution; (2) a distribution from this Plan or another plan of deferred compensation (whether or not qualified) to a Participant, regardless of whether such distribution is includable in the Participant’s gross income in the year of distribution; (3) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or property) held by a Participant either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (4) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; (5) other amounts which receive special tax benefits, such as premiums for group term life insurance; (6) reimbursements or other expense allowances;

11 (7) fringe benefits (cash and noncash), including but not limited to car allowances; (8) moving expenses; and (9) welfare benefits. Recognized Compensation shall include contributions made on behalf of the Participant pursuant to the Participant’s salary reduction agreement under any plan sponsored by an Employer which plan meets the requirements of sections 401(a) and 401(k) of the Code, section 125 of the Code, or section 132(f) of the Code. This definition of Recognized Compensation is intended to meet the safe harbor requirements under Section 1.414(s)-1(c)(3) of the Treasury Regulations. Notwithstanding the foregoing, for the purposes of the Plan, the amount of a Participant’s Recognized Compensation for any year is limited to the amount prescribed in section 401(a)(17)(B) of the Code, as adjusted from time to time, which for 2025 is $350,000. (kk) “RFIG” shall mean Republic Financial Indemnity Group, Inc. (ll) “RMIC Plan” shall mean The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan sponsored by RFIG immediately prior to August 1, 2024. (mm) “RMIC Plan Transferred Account” shall mean any and all of the following amounts which were transferred to this Plan in a direct Trustee-to-Trustee transfer effective August 1, 2024: (1) a “RMIC Plan pre-tax deferrals” to reflect amounts transferred into the Plan from all pre-tax elective deferral accounts in the RMIC Plan, and earnings and losses thereon; (2) a “RMIC Plan after-tax contributions” to reflect amounts transferred into the Plan from all after-tax deferral accounts (other than Roth accounts) in the RMIC Plan, and earnings and losses thereon; (3) a “RMIC Plan rollover amounts” to reflect amounts transferred into the Plan from all rollover and transfer accounts in the RMIC Plan, and earnings and losses thereon; (4) a “RMIC Plan Discretionary Employer Contribution Account” to reflect amounts transferred to the Plan from all Discretionary Employer Contributions in the RMIC Plan, and earnings and losses thereon. (nn) “Safe Harbor Nonelective Employer Contribution” shall mean a nonelective employer contribution that is intended to satisfy the requirements of Code Section 401(k)(12)(C).

12 (oo) “Safe Harbor Nonelective Employer Contribution Account” means the Account containing Safe Harbor Nonelective Employer Contributions. (pp) “Subsidiary” shall mean any corporation of which more than fifty percent (50%) of the voting stock now is, or hereafter shall be, owned directly or indirectly by the Company, but only during the period more than fifty percent (50%) of such voting stock is so owned by the Company. (qq) “Trust” shall mean the ORI 401(k) Savings and Profit Sharing Trust, as amended from time to time. (rr) “Trust Fund” shall mean all the money and other property held by the Trustee under the Trust. (ss) “Trustee” shall mean the Trustee or Trustees of the Trust acting from time to time. (tt) “Year of Service” shall mean: (1) For Plan Years beginning after December 31, 1977, each Plan Year during which an Employee has completed one thousand (1,000) or more Hours of Service with the Employer. (2) For Plan Years ending before January l, 1978, each year an Employee was employed by an Employer. 2.3. Gender and Number Wherever appropriate, words used in this Plan in the singular include the plural, and the masculine include the feminine. SECTION III - ELIGIBILITY 3.1. General Rule For purposes of all contributions, each present or future Employee shall become a Participant on his or her date of hire. 3.2. Leased Employees and Independent Contractors Leased employees within the meaning of Section 414(n)(2) of the Code shall not be eligible to participate in this Plan under the General Rule of Section 3.1. Individuals treated by Employers as independent contractors shall not be eligible to participate in this Plan under the General Rule of Section 3.1, regardless of whether they may be classified as employees for federal income tax purposes.

13 3.3. Notice of Eligibility An Employer shall give each Employee written notice of his becoming a Participant in the Plan within a reasonable period after he becomes a Participant. 3.4. Consent of Participants and Beneficiary Designation Each Participant shall execute a written statement on a form or forms to be provided by the Committee, such written statement to provide the following: (a) the designation by the Participant of his Beneficiary or Beneficiaries who shall be entitled to receive distributions under the Plan in the event of such Participant’s death; and (b) the consent by the Participant to be bound by any decision or action taken in good faith as a result of the Committee’s determination of facts in applying the provisions of the Plan. SECTION IV - CONTRIBUTIONS 4.1. Salary Reduction Contributions (a) This Section 4.1 is intended to constitute a qualified cash or deferred arrangement under Code section 401(k). Contributions to the Plan under this Section 4.1 shall be called “Salary Reduction Contributions.” (b) Salary Reduction Contributions. As of the date an Employee becomes eligible to participate in the Plan and at least once a year thereafter, he shall have the right to enter into a salary reduction agreement with his Employer in the manner prescribed by the Committee, which will allow the Participant to have his annual Recognized Compensation reduced by 1% through 100%, subject to a maximum calendar year reduction of the amount prescribed in section 402(g) of the Code, as adjusted from time to time, which for 2025 is $23,500, and such other limitations as the Committee may impose. Within the prescribed limits, a Participant may change the level of his salary reductions. (c) Catch-Up Contributions. Effective as of January 1, 2005, all Employees who are eligible to make elective deferrals under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions on a pre-tax basis in accordance with, and subject to the limitations of, section 414(v) of the Code (for 2025, the regular catch-up limit is $7,500). Effective as of January 1, 2025, Employees who will attain the age of 60 but not attain the age of 64 before the end of the Plan Year shall be eligible to make catch-up contributions up to the greater of (i) $10,000 or (ii) 150% of the catch-up contribution limit in effect for the Plan Year (for 2025, this higher catch-up limit is $11,250); provided, however, that effective as of January 1, 2026 or such later date as announced by the IRS in further guidance, any Employee whose prior year wages (as defined for purposes of Federal Insurance Contributions Act taxes) from an

14 Employer exceeded $145,000 (as indexed) is only permitted to make catch-up contributions as Roth 401(k) Contributions (defined below). All other Participants whose prior year wages from an Employer did not exceed the wage limit described above shall have the option to make catch-up contributions as Roth 401(k) Contributions. Such catch up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch up contributions. (d) Roth 401(k) Contributions. Effective as of May 2, 2022, a Participant may irrevocably designate all or a portion of his or her Salary Reduction Contributions under Section 4.1(b) as Salary Reduction Contributions that are includible in the Participant’s gross income at the time deferred, pursuant to Section 402A of the Code and applicable regulations issued thereunder (“Roth 401(k) Contributions”). A Participant may change his or her designation prospectively with respect to future Salary Reduction Contributions in accordance with Section 4.1(b). (e) Automatic Enrollment Contributions. (1) In General. With respect to all Employees first employed or re-employed on or after March 28, 2022, an Employee who is eligible to participate in the Plan will be automatically enrolled in the Plan in accordance with the provisions of this Section 4.1(e) if he or she does not elect to make Salary Reduction Contributions under Section 4.1(b) or Section 4.1(d) and does not affirmatively decline to make Salary Reduction Contributions within sixty (60) days of the Employee’s hire date or rehire date. Automatic enrollment shall be effective as soon as administratively feasible after a period of sixty (60) days following the Employee’s Employment Commencement Date or Re-Employment Commencement Date has elapsed. If an Employee is automatically enrolled, a Salary Reduction Contribution shall be made on his or her behalf equal to six percent (6%) of the Employee’s Recognized Compensation for each payroll period following the effective date of such automatic enrollment. (2) Notice. The Plan Administrator shall provide advance notice, consistent with applicable law, to each Employee eligible for Plan participation that explains the Plan’s automatic enrollment provisions, including the following: the manner in which amounts deferred pursuant to automatic enrollment will be invested and the procedures applicable to submitting alternative deferral elections (including an election not to make Salary Reduction Contributions) and alternative investment directions. Such notices shall be provided as follows: (i) to each eligible Employee on or about the Employee’s hire date or rehire date; and (ii) to all Employees covered by the automatic enrollment arrangement, no later than thirty (30) days prior to the beginning of each Plan Year. Any Employee first

15 employed or re-employed on and after March 28, 2022 shall be considered covered by the automatic enrollment arrangement regardless of whether the Employee has been automatically enrolled, has affirmatively declined to make Salary Reduction Contributions, or has an alternative deferral election in effect. (3) Default Investment. Any amount deferred with respect to which the Participant has not provided investment directions shall be invested in the manner determined by the Committee. A Participant may submit alternative investment directions at any time, which shall be implemented as soon as administratively feasible after the Committee’s receipt of such directions. (f) For each pay period each Employer shall contribute to the Plan an amount on behalf of each Participant employed by the Employer equal to the amount the Participant’s salary was reduced during such pay period pursuant to a salary reduction agreement described above, but which has not been refunded to the Participant. If a Participant’s employment with an Employer is terminated, the Employer shall immediately pay to the Participant the amount his salary was reduced pursuant to the above, but which has not yet been contributed to the Plan. Such contributions shall be paid to the Trust as of the earliest date on which such contributions can reasonably be segregated from the Employer’s general assets, but no later than the 15th business day of the month following the month in which the Participant contribution amounts are received by the Employer and in which such amounts would otherwise have been payable to the Participant. (g) An Employee’s election to make Salary Reduction Contributions pursuant to this Section 4.1 shall not relate to compensation payable prior to the adoption or effective date of the qualified cash or deferred arrangement provisions of the Plan. In addition, except for occasional, bona fide administrative considerations, contributions made pursuant to such an election cannot precede the earlier of (1) the performance of services relating to the contribution; and (2) when the compensation that is subject to the election would be currently available to the Employee in the absence of an election to defer. 4.2. Employee After-Tax Contributions A Participant may but is not required to contribute to the Plan each Plan Year not less than 1% nor more than 100% in whole percentages of his annual Recognized Compensation, on an after-tax basis. Any contributions by a Participant pursuant to this Section 4.2 shall be withheld by his Employer each payday and remitted by it periodically (at least quarterly) to the Trustee. Beginning in the 2025 Plan Year, after-tax contributions will be subject to a dollar value limit that is determined by taking the annual additions limit under section 415(c) of the Code (as indexed), less (i) the deferral limit under section 402(g) of the Code (as indexed); and (ii) 9% multiplied by the limit under section 401(a)(17) of the Code (as indexed). For 2025, the after-tax limit is $15,000 ($70,000 – $23,500 – $31,500 (9% X $350,000)).

16 4.3. Change of Rate of Contributions Within the prescribed limits, a Participant may change the percentage of his compensation to be contributed pursuant to Sections 4.l and 4.2 hereof. Any such change shall take effect as soon as administratively feasible following the date the Participant requests such change pursuant to procedures established by the Committee. 4.4. Employer Matching Contributions For each Plan Year, each Employer shall contribute Employer Matching Contributions to the Plan on behalf of each Eligible Participant who completed an Hour of Service during such Plan Year, made Salary Reduction Contributions to the Plan during the Plan Year pursuant to Sections 4.1 and 4.2, and not made withdrawals during the Plan Year pursuant to Article XVIII. At the beginning of each Plan Year, the Committee shall establish performance measures that will be used to determine the level of matching contributions to be contributed by the Employer for the Plan Year. The performance measures may include a minimum, target, and maximum threshold for achievement, and the matching percentage may be determined based on linear interpolation. For the 2025 Plan Year, the performance measure is the combined ratio and the Committee will establish a minimum threshold (match based on 50% on Salary Reduction Contributions up to 6% of Recognized Compensation), target threshold (match based on 100% on Salary Reduction Contributions up to 6% of Recognized Compensation), and maximum threshold (match based on 150% on Salary Reduction Contributions up to 6% of Recognized Compensation), and the matching percentage will be based on linear interpolation. 4.5. Safe Harbor Nonelective Employer Contributions For each Plan Year, each Employer shall contribute a Safe Harbor Nonelective Employer Contribution equal to 3% of Recognized Compensation to be allocated to each Eligible Participant’s Safe Harbor Nonelective Contribution Account. 4.6. Discretionary Employer Contributions Each Plan Year, each Employer may contribute Discretionary Employer Contributions to Eligible Participants as the Board of Directors of the Company may determine from time to time. The amount of the additional contributions are subject to the following limitations: (a) No contribution shall be made on behalf of any Participant if the allocation of such contribution to his account would be contrary to the provisions of Article XX. In the event the allocation of any contribution to any Participant would be contrary to the provisions of Article XX hereof, the amount of the Employer contribution shall be reduced to the extent necessary to comply with Article XX. (b) No contribution shall be made by any Employer for any Plan Year which contribution exceeds the maximum amount deductible by it for such year under Section 404 of the Code or any comparable section of any future legislation which amends, supplements or supersedes said section.

17 (c) Discretionary Contributions shall be allocated in that proportion that a Participant’s Recognized Compensation bears to the combined total Recognized Compensation of all Participants who are entitled to share in the Discretionary Contribution for the Plan Year. 4.7. Consequences if Employer Cannot Contribute If an Employer cannot contribute to the full extent required by Section 4.4 hereof because of the limitations of Section 4.6(b) and if the deficiencies in such contributions are not entirely made-up by another Employer, contributions pursuant to Section 4.4 hereof on behalf of Participants employed by the Employer shall be reduced in the same proportion that the contributions made bear to the contributions that would have been made but for such limitations. 4.8. Cash or in Kind Employer contributions for any year may be made wholly or partly in cash or other property and the transfer of any such property to the Trustee shall be at the fair market value of the property as determined by the Employer at the time of such transfer. Each Employer shall pay to the Trustee its contribution to the Plan for each Plan Year within the time prescribed by law, including extensions of time, for the filing of its federal income tax return for the Plan Year. 4.9. No Reversion Except for the provisions of Section 4.10 hereof, in no event shall any part of the Trust Fund revert to an Employer or be used for purposes other than for the exclusive benefit of Participants in this Plan or their Beneficiaries. 4.10. Return Upon Mistake Notwithstanding anything herein to the contrary, an Employer may request that a contribution which was made by a mistake of fact or conditioned upon the initial qualification of the Plan under Section 401 of the Code which condition was not met, or which was conditioned upon the deductibility of the contribution under Section 404 of the Code and was disallowed, shall be returned to the Employer within one year after the payment of the contribution, denial of initial qualification, or the disallowance of the deduction (to the extent disallowed) respectively. 4.11. Excess Deferrals If a Participant has made excess deferrals for a calendar year (Salary Reduction Contributions in excess of the annual calendar year limit of Code section 402(g)) and prior to the March 1 following the end of such calendar year the Participant notifies the Committee of the amount of excess deferrals received by the Plan, then no later than the first April 15 following the close of the calendar year the Plan shall return to the Participant the amount of excess deferrals specified in the notice together with all income or losses allocable to the contributions through the date of distribution. A Participant is deemed to have notified the Committee of excess deferrals to the extent the Participant has excess deferrals for the taxable year calculated by taking into account only elective deferrals under the Plan and other plans of Affiliated Employers. To the extent that Salary Reduction Contributions are distributed to a Highly

18 Compensated Employee pursuant to this Section 4.11, the Employer Matching Contributions allocated to the Highly Compensated Employee with respect to such distributed Salary Reduction Contributions shall be forfeited. Notwithstanding any other provisions herein regarding the allocation of forfeitures, forfeitures pursuant to this Section 4.11 shall be applied first to reduce the Employer Matching Contributions or Discretionary Employer Contributions for the year the excess arose, and then to reduce Employer Matching Contributions or Discretionary Employer Contributions for future years as soon as possible. With respect to 401(k) plan excess deferrals (as defined in Code §402(g)) made in taxable year 2007, the Plan Administrator must calculate allocable income for the taxable year and also for the gap period (i.e., the period after the close of the taxable year in which the excess deferral occurred and prior to the distribution); provided that the Plan administrator will calculate and distribute the gap period allocable income only if the Plan administrator in accordance with the Plan terms otherwise would allocate the gap period allocable income to the Participant's account. With respect to 401(k) plan excess deferrals made in taxable years after 2007, gap period income will not be distributed. 4.12. Limitation Participant contributions for any Plan Year pursuant to this Article IV shall be limited as provided in Article V. 4.13. Employer Contributions for Acquisition Loans. Each Plan Year, the Employers shall, subject to any regulatory prohibitions, contribute an amount of cash (including amounts contributed under Section 4.4 hereof) sufficient to enable the Trustee to discharge any indebtedness incurred with respect to an Acquisition Loan pursuant to the terms of the Acquisition Loan. The Employers’ obligation to make contributions under this Section 4.13 shall be reduced to the extent of any investment earnings attributable to such contributions and any cash dividends paid with respect to Company Stock held by the Trustee in the Loan Suspense Account. If there is more than one Acquisition Loan, the Employers shall designate the one to which any contribution pursuant to this Section 4.13 is to be applied. 4.14. Acquisition Loans. The Trustee may incur Acquisition Loans from time to time to finance the acquisition of Company Stock for the Trust or to repay a prior Acquisition Loan. An Acquisition Loan shall be for a specific term, shall bear a reasonable rate of interest, and shall not be payable on demand except in the event of default, and shall be primarily for the benefit of Participants and Beneficiaries of the Plan. An Acquisition Loan may be secured by a collateral pledge of the Financed Shares so acquired and any other Plan assets which are permissible securities within the provisions of Section 54.4975-7(b) of the Treasury Regulations. No other assets of the Plan or Trust may be pledged as collateral for an Acquisition Loan, and no lender shall have recourse against any other Trust assets. Any pledge of Financed Shares must provide for the release of shares so pledged on a basis equal to the principal and interest (or if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), paid by the Trustee on the Acquisition Loan. The released Financed Shares shall be allocated to Participants’ Accounts in accordance with the provisions of Section 7.5 or

19 Section 7.7 of the Plan, whichever is applicable. Payment of principal and interest on any Acquisition Loan shall be made by the Trustee only from the Employer contributions paid in cash to enable the Trustee to repay such loan in accordance with Section 4.13 of the Plan, from earnings attributable to such contributions, and any cash dividends received by the Trustee on Financed Shares acquired with the proceeds of the Acquisition Loan (including contributions, earnings and dividends received during or prior to the year of repayment, less such payments in prior years), whether or not allocated. Financed Shares shall initially be credited to the Loan Suspense Account and shall be transferred for allocation to the Company Stock Accounts of Participants only as payments of principal and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), on the Acquisition Loan are made by the Trustee. The number of Financed Shares to be released from the Loan Suspense Account for allocation to Participants’ Company Stock Accounts for each Plan Year shall be based on the ratio that the payments of principal and interest (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), on the Acquisition Loan for that Plan Year bear to the sum of the payments of principal and interest on the Acquisition Loan for that Plan Year plus the total remaining payments of principal and interest projected (or, if the requirements of Section 54.4975-7(b)(8)(ii) of the Treasury Regulations are met and the Employer so elects, principal payments only), on the Acquisition Loan over the duration of the Acquisition Loan repayment period, subject to the provisions of Article XX of the Plan. 4.15. In-Plan Roth Rollover. (a) In General. A Participant, a surviving spouse of a Participant, or an Alternate Payee who is a spouse or a former spouse of a Participant may elect, at any time, to transfer any portion or all of an Eligible Roth Rollover Amount to a Roth Rollover Contribution Account established or maintained on behalf of such individual (any such transfer is referred to herein as a “Roth Rollover Contribution”). An “Eligible Roth Rollover Amount” – (1) is any portion or all of the Participant’s Salary Reduction Contribution Account or vested Employer Contribution Account; and (2) must be an “eligible rollover distribution” within the meaning of Code Section 402(c)(4); provided, however, that such amount need not be otherwise distributable under Article XI hereof; and (3) may not include amounts invested in a Participant loan and certain other investments, as determined by the Committee. Such a transfer shall be treated as an “in-plan Roth rollover,” which is contributed in a qualified rollover contribution to the designated Roth account, pursuant to Code Section 402A(c)(4)(E). The amount rolled over shall be includable in the gross income of the individual effecting the rollover in the taxable year in which the rollover occurs.

20 (b) Account. A Roth Rollover Contribution Account is a subaccount (under the Roth 401(k) Contributions subaccount) the Plan Administrator establishes for the purpose of separately accounting for Roth Rollover Contributions described in Section 4.15(a). The Plan Administrator has authority to establish such a subaccount, and to the extent necessary, may establish subaccounts based on the source of the Roth Rollover Contribution. SECTION V - LIMITATIONS 5.1. Definitions For purposes of this Article, the following definitions apply: (a) the “Actual Contribution Percentage” (“ACP”) for an individual Employee for a Plan Year shall be the ratio of the sum of the Employee After-Tax Contributions and Employer Matching Contributions made to the Plan on behalf of such Employee for the Plan Year to the Employee’s Recognized Compensation for the portion of the Plan Year during which he is a Participant. However, if the Plan is aggregated with one or more other plans described under Code section 401(a) in order to meet the requirements of Code sections 401(a)(4) or 410(b), all such plans shall be aggregated for purposes of computing the ACP. An Employee with no Employee After-Tax Contributions or Employer Matching Contributions for a Plan Year shall have an ACP of zero. The “ACP” of a group of Employees for a Plan Year shall be the average of the ACPs of the Employees in the group. For purposes of calculating the ACP, an Employer Matching Contribution shall be taken into account for a Plan Year only if it is made on account of the Employee’s Salary Reduction Contributions for the Plan Year, is allocated to the Employee’s ESOP Account during the Plan Year, and is actually paid to the Trust within 12 months following the last day of the Plan Year. (b) the “Actual Deferral Percentage” (“ADP”) for an individual Employee for a Plan Year shall be the ratio of Salary Reduction Contributions made on behalf of such Employee for the Plan Year, to the Employee’s Recognized Compensation for the portion of the Plan Year during which he is a Participant. However, if the Plan is aggregated with one or more other plans described under Code section 401(a) in order to meet the requirements of Code sections 401(a)(4) or 410(b), all such plans shall be aggregated for purposes of computing the ADP. An Employee with no Salary Reduction Contributions for a Plan Year shall have an ADP of zero. The “ADP” of a group of Employees for a Plan Year shall be the average of the ADPs of the Employees in the group. For purposes of calculating the ADP, a Salary Reduction Contribution shall be taken into account for a Plan Year only if: (i) it would have been received by the Employee in the Plan Year but for his salary reduction agreement, or if it is attributable to services performed during the Plan Year, if it would have been received by the Employee within 22 months after the Plan Year; (ii) it is allocated to the Employee’s Salary Reduction Contribution Account during the Plan Year and is not contingent on the performance of

21 services after the Plan Year; and (iii) it is actually paid to the Trust within 12 months following the last day of the Plan Year. (c) “Highly Compensated Employee” shall have the same definition as found in Section 2.2(u) hereof, but if a Highly Compensated Employee is eligible to participate in two or more plans maintained by an Employer or an Affiliated Employer that are described in Code section 401(a), all contributions to all plans on behalf of the Highly Compensated Employee shall be aggregated for purposes of calculating his ADP or ACP. 5.2. ACP Discrimination Test Employee After-Tax Contributions and Employer Matching Contributions to this Plan for any Plan Year shall not exceed the maximum amount permitted under Code Section 401(m)(2) and Treasury Regulation Section 1.401(m)-1(b)(2) of the regulations thereunder. These provisions are incorporated herein by reference and generally require that: (a) the ACP for eligible Highly Compensated Employees not exceed that of all other Eligible Participants by more than two percentage points, and that the ACP for eligible Highly Compensated Employees be not more than that of all other eligible Employees multiplied by 2.0; or (b) the ACP of eligible Highly Compensated Employees not exceed that of the other Eligible Participants multiplied by 1.25. 5.3. Correction of Excess Aggregate Contributions - ACP Test (a) To the extent necessary to meet the requirements of Section 5.2 hereof, excess aggregate contributions (Employee After-Tax Contributions or Employer Matching Contributions in excess of the limitations of Section 5.2 hereof) determined as set forth in paragraph (d) below, for Highly Compensated Employees shall be reduced, beginning with the Highly Compensated Employee with the highest dollar contribution, until either such requirements are satisfied or the next highest contribution of a Highly Compensated Employee is reached. This process shall continue until the Plan conforms to the requirements described in Section 5.2. (b) Employee contributions for a Plan Year reduced pursuant to paragraph (a) above shall be distributed to Highly Compensated Employees together with any income and minus any loss allocable to such excess aggregate contributions for the Plan Year of contribution on or before March 15 following the end of the Plan Year, but in no event later than the close of the following Plan Year. For Plan Years beginning after December 31, 2007, in distributing excess aggregate contributions, the Plan Administrator will not calculate and distribute allocable income for the gap period (i.e., the period after the close of the Plan Year in which the excess aggregate contribution occurred and prior to the distribution).

22 (c) Employer Matching Contributions reduced pursuant to paragraph (a) above together with any income and minus any loss allocable to such excess contributions for the Plan Year of contribution shall be forfeited as of the end of the Plan Year for which the contribution was made. To the extent that Employee After-Tax Contributions are distributed to a Highly Compensated Employee pursuant to this Section, any Employer Matching Contributions allocated to the Highly Compensated Employee with respect to such distributed Salary Reduction Contributions shall be forfeited as of the end of the Plan Year for which the contribution was made. Notwithstanding any other provisions herein regarding the allocation of forfeitures, forfeitures pursuant to this paragraph (c) shall be applied first to reduce the Employer Matching Contributions or Discretionary Employer Contributions for the year the excess arose, and then to reduce Employer Matching Contributions or Discretionary Employer Contributions for future years as soon as possible. (d) For the purpose of this Section 5.3, “Excess Aggregate Contributions” shall mean with respect to any Plan Year the excess of: (i) The aggregate amount of employer contributions actually taken into account in computing the ACP of Highly Compensated Employees for such Plan Year, over (ii) The maximum amount of such contributions permitted by the ACP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of the ACP’s beginning with the highest such percentage). 5.4. ADP Discrimination Test Salary Reduction Contributions to this Plan for any Plan Year shall not exceed the maximum amount permitted under Code Section 401(k)(3) and Treasury Regulation Section 1.401(k)-1(b)(2) of the regulations thereunder. These provisions are incorporated herein by reference and generally require that: (a) the ADP for eligible Highly Compensated Employees not exceed that of all other Eligible Participants by more than two percentage points, and that the ADP for eligible Highly Compensated Employees be not more than that of all other eligible Employees multiplied by 2.0; or (b) the ADP of eligible Highly Compensated Employees not exceed that of the other Eligible Participants multiplied by 1.25. (c) Beginning with the 2025 Plan Year, each Employer shall contribute a Safe Harbor Nonelective Employer Contribution equal to 3% of Recognized Compensation to each Eligible Participant’s Safe Harbor Nonelective Contribution Account, and such Safe Harbor Nonelective Contributions shall be deemed to have satisfied the ADP Discrimination Test in accordance with Code Section 401(k)(12)(C) and the regulations promulgated thereunder. The Safe Harbor Nonelective Contributions

23 will be allocated by the Employers to each Eligible Participant’s Safe Harbor Nonelective Contribution Account as of a date within such Plan Year and must be made before the last day of the 12-month period immediately following such Plan Year. 5.5. Correction of Excess Contributions - ADP Test (a) To the extent necessary to meet the requirements of Section 5.4 hereof, excess contributions (Salary Reduction Contributions in excess of the limitations of Section 5.4 hereof) determined as set forth in paragraph (d) below, for Highly Compensated Employees shall be reduced, beginning with the Highly Compensated Employee with the highest dollar contribution, until either such requirements are satisfied or the next highest contribution of a Highly Compensated Employee is reached. This process shall continue until the Plan conforms to the requirements described in Section 5.4. (b) Salary Reduction Contributions for a Plan Year reduced pursuant to paragraph (a) above shall be distributed to Highly Compensated Employees together with any income and minus any loss allocable to such excess contributions for the Plan Year of contribution on or before March 15 following the end of the Plan Year, but in no event later than the close of the following Plan Year. For Plan Years beginning after December 31, 2007, in distributing excess contributions, the Plan Administrator will not calculate and distribute allocable income for the gap period (i.e., the period after the close of the Plan Year in which the excess contribution occurred and prior to the distribution). (c) To the extent that Salary Reduction Contributions are distributed to a Highly Compensated Employee pursuant to this Section, any Employer Matching Contributions allocated to the Highly Compensated Employee with respect to such distributed Salary Reduction Contributions shall be forfeited as of the end of the Plan Year for which the contribution was made. Notwithstanding any other provisions herein regarding the allocation of forfeitures, forfeitures pursuant to this paragraph (c) shall be applied first to reduce the Employer Matching Contributions or Discretionary Employer Contributions for the year the excess arose, and then to reduce Employer Matching Contributions or Discretionary Employer Contributions for future years as soon as possible. (d) For the purpose of this Section 5.5, “Excess Contributions” shall mean with respect to any Plan Year the excess of: (i) The aggregate amount of contributions actually taken into account in computing the ADP of Highly Compensated Employees for such Plan Year, over (ii) The maximum amount of such contributions permitted by the ADP test (determined by hypothetically reducing contributions made on behalf of

24 Highly Compensated Employees in order of the ADP’s beginning with the highest such percentage). 5.6. ADP and ACP- Current Year Testing Method Notwithstanding any provisions of this Article V to the contrary, the limitations of Sections 5.2 and 5.4 above shall be applied based upon the actual deferral percentage and actual contribution percentage of non-Highly Compensated Employees for the Plan Year for which such limitations are being applied to Highly Compensated Employees. SECTION VI - ADMINISTRATION COMMITTEE 6.1. Members The Administration Committee under the Plan shall be the Compensation Committee of the Board of Directors of the Company, and shall be referred to herein as the “Committee”. 6.2. Secretary The Committee will appoint a Secretary, who may but need not be a member of the Committee; and any documents required to be filed with, or any notice required to be given to the Committee will be properly filed or given if mailed by registered mail or delivered to the Secretary of the Committee in care of the Company. 6.3. Duties The Committee shall have the duty and authority to interpret and construe this Plan in regard to all questions of eligibility, the status and rights of Participants, Beneficiaries, and other persons hereunder, and the manner and time of the payment of any benefits hereunder. It shall direct the Trustee as to the names of payees and the time, amount and manner of the payment of benefits under Article XI hereof. The Committee shall furnish to Participants forms for the designation of Beneficiaries, and shall maintain a file of Participants’ Beneficiary designations. In general, it shall be charged with the overall management of the plan of employee benefits herein provided for, subject to the powers and duties of the Trustee with respect to the Trust Fund. 6.4. Majority Vote The decision of the Committee as to any matter relating to this Plan shall be determined by a majority vote or other affirmative expression of a majority of the members. Its decision or action on any matters within its discretion, after proper notification and opportunity for review have been given in accordance with Section 6.10 hereof to the extent applicable, shall be final and conclusive as to the parties hereto and as to all Participants, Beneficiaries, and other persons claiming any rights hereunder, provided that no member of the Committee shall participate in any decision specifically affecting his own interest in the Trust. The Trustee shall be fully protected in acting upon the decision of the Committee as set forth in writing over the signature of the Secretary or a majority of its members. The Trustee shall be entitled to rely upon the

25 names of Committee members as last certified to by the Company, and to rely upon the name of the Secretary of the Committee as last certified to by a majority of its members. 6.5. Indemnification The Company shall indemnify and save the members of the Committee, and each of them, harmless from the effects and consequences of their acts, omissions, and conduct in their official capacity, except to the extent that such effects and consequences shall result from their own willful misconduct. 6.6. No Compensation No member of the Committee shall receive any compensation or fee for his services, but the Company shall reimburse the Committee members for any necessary expenditures incurred in the discharge of their duties as Committee members. 6.7. Counsel and Agents The Committee may employ such counsel (who may be of counsel for an Employer) and agents, and may arrange for such clerical and other services as it may require in carrying out the provisions of this Plan. 6.8. Records The Committee shall keep a record of all its proceedings and shall keep or cause to be kept all such books of account, records and other data as may be necessary or advisable in its judgment for the administration of the plan of employee benefits herein provided. 6.9. Successor In the event the Committee for any reason ceases to function, the Company shall thereafter have the power and authority granted to the Committee and the duties imposed upon it by this Agreement. 6.10. Claims Procedure The Committee shall notify in writing any Participant or Beneficiary whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the Participant whose claim for benefits has been denied. As to any Participant or Beneficiary whose claim for benefits has been denied, the Committee shall afford such Participant or Beneficiary a reasonable opportunity for a full and fair review by the Committee of the decision denying the claim. Benefits under this Plan shall be paid only if the Committee determines, in its discretion, that the Participant or Beneficiary is entitled to them.

26 6.11. Information from the Employers Each Employer shall furnish the Committee with the following information from time to time as shall be necessary to carry out this plan: (a) compensation of each Participant for each year; (b) change in the employment status of a Participant, involving: (1) voluntary resignation (2) dismissal (3) other termination of employment; e.g., an Employee’s temporary layoff becoming permanent (4) retirement on account of age (5) permanent disability (6) death (7) Hours of Service (c) such other data and information possessed by the Employer as the Committee may require in the performance of its duties hereunder. The Employer’s determination as to these matters shall be final and binding on all persons. 6.12. Voting Rights Each Participant shall have the right to exercise the voting rights of the number of shares of Company Stock held in the Trust the value of which has been allocated to his accounts. If a Participant does not exercise his voting rights, the Committee shall have the authority to exercise such voting rights. Further the Committee shall have the authority and right to exercise the voting rights of Company Stock held in the Trust the value of which has not been allocated to a Participant’s account. 6.13. Funding Policy The Committee shall from time to time, but in no event less than once each Plan Year, consider and establish, or reconsider and reestablish, a funding policy which will encompass the short-term and long-term goals for income and appreciation of each of the Funds, other than the Old Republic Employer Stock Fund. The Committee may consult with investment advisers or other advisers as the Committee in its discretion deems necessary. The Committee shall then communicate this funding policy to the Trustee or others who are responsible for the investment management of the Trust Fund.

27 SECTION VII - ACCOUNTING PROVISIONS 7.1. Cash Basis All accounting of the Plan and Trust, other than the allocations and credits of net income or net loss, and Employer contributions as of each Allocation Date as provided hereafter, shall be rendered on a cash basis. 7.2. Taxes and Expenses All taxes of any and all kinds whatsoever that may be levied or assessed under existing or future laws upon this Plan, or any income thereof, shall be paid by the Trustee from the Trust Fund. The expenses incurred by the Committee in the administration of the Plan including fees for legal, accounting, investment, custodial, and other services rendered to the Committee or to the Trustee, and all other proper charges and expenses of the Committee shall be paid by the Trustee from the Trust Fund; provided, however, that the Company may, in its sole discretion, pay any portion or all of such expenses. If the Committee determines that an expense is attributable directly to any specific Fund hereunder, the Committee in its discretion may direct that such expense be charged to the particular Fund creating the expense. 7.3. Accounts The Committee shall maintain separate Accounts for each Participant, as applicable to each respective Participant, as indicated in Section 2.2(a). With respect to ESOP Accounts, the ESOP Cash Account shall reflect the Participant’s share, if any, of Employer Matching Contributions made in cash, any cash dividends on Company Stock allocated and credited to his Company Stock Account (other than currently distributable dividends) and his share of corresponding cash Forfeitures and any income, gains, losses, appreciation or depreciation attributable thereto. The Company Stock Account shall reflect the Participant’s share of the Company Stock purchased with his ESOP Cash Account or his Individual Contribution Account, his share of Employer Matching Contributions made in Company Stock, released Financed Shares, Forfeitures allocated to such account and any Company Stock attributable to earnings on such stock. A separate accounting shall be maintained with respect to that portion of a Participant’s Company Stock Account attributable to Employee After-Tax Contributions, Salary Reduction Contributions, and Roth 401(k) Contributions. The following items shall be credited to or charged against the Accounts of each Participant as provided herein: (a) his share in the contributions of the Employers; (b) his own contributions to the Trust; (c) his share in the net income or net loss of the Trust; (d) payments from his Account;

28 (e) shares in the forfeitures from the Accounts of other Participants — that is, the part of another Participant’s share which, upon his incurring a One Year Break in Service as provided by Article IX does not vest in him but remains in the Trust Fund. The credits and charges provided by (a) and (e) shall be made on the last Allocation Date of each Plan Year. The credits and charges provided by (c) shall be made as of each Allocation Date. The contributions of each Participant for each Plan Year provided by (b) shall be allocated and credited to his Individual Contribution Account periodically when received by the Trustee. Payments from an Account shall be charged to the Account when paid. 7.4. Accounting for Allocations The Committee shall establish the Accounts (and sub-accounts, if deemed necessary) for each Participant, and the accounting procedures for purposes of making allocations to the Participants’ Accounts provided for in this Article VII. The Committee shall maintain adequate records of the cost basis of shares of Company Stock allocated to each Participant’s Company Stock Account. The Committee also shall keep separate records of Financed Shares attributable to each Acquisition Loan and of contributions made by the Employers (and any earnings thereon) made for the purpose of enabling the Trustee to repay any Acquisition Loan. From time to time, the Committee may modify its accounting procedures for the purpose of achieving equitable and nondiscriminatory allocations among the Participants’ Accounts, in accordance with the provisions of this Article VII and the applicable requirements of the Code and ERISA. 7.5. Maintenance of Participants’ ESOP Accounts (a) Company Stock Account. As of each Allocation Date, the Committee shall adjust the Company Stock Account of each Participant as follows: (1) First, charge to each Participant’s Company Stock Account all distributions, payments and expenses that have not been previously charged; (2) Next, credit to each Participant’s Company Stock Account the shares of Company Stock, if any, that have been purchased with amounts from his Individual Contribution Account or ESOP Cash Account, and adjust such Individual Contribution Account or ESOP Cash Account in accordance with the provisions of Section 7.6 of the Plan; and (3) Next, credit to each Participant’s Company Stock Account the shares of Company Stock representing contributions made by the Employers in the form of Company Stock and the number of Financed Shares released from the Loan Suspense Account under Section 4.14 of the Plan that are to be allocated and credited as of that date in accordance with the provisions of Section 7.7 of the Plan. (4) ESOP Cash Account. For each Plan Year, Employer Contributions (other than contributions used to repay an Acquisition Loan), that are made in

29 cash for that year, shall be allocated, as of the Allocation Date of that Plan Year, to the ESOP Cash Account of each Participant. Upon the purchase of Company Stock with such cash, such shares shall be credited to the Company Stock Account of such Participant and the Participant’s ESOP Cash Account shall be charged by the amount of the cash used to buy such Company Stock. The Trustee shall also credit to the ESOP Cash Account of each Participant any cash dividends paid to the Trustee on shares of Company Stock held in that Participant’s ESOP Account as of the record date for such cash dividends. Net income or net loss of each Fund shall be allocated among the accounts of Participants having an interest in such Fund in the proportion that the net credit in the Accounts of each such person in the respective Fund on said date bears to the total net credits in the Accounts of all such persons in the respective Fund on said date. 7.6. Maintenance of Participants’ Individual Contribution Accounts As of each Allocation Date, the Committee shall adjust the Individual Contribution Account of each Participant as follows: (a) First, charge to each Participant’s Individual Contribution Account all distributions, payments and expenses that have not previously been charged; (a) Next, if Company Stock is purchased with assets from a Participant’s Individual Contribution Account, the Participant’s Individual Contribution Account shall be charged accordingly; (b) Next, allocate the net income or net loss of each Fund in the Trust, as determined pursuant to Section 14.1 hereof, among the accounts of each Participant having an interest in the Fund on the date such allocation of income and loss is made. Such allocations shall be made in the proportion that the net credit in the Accounts of each such person in the respective Fund on said date bears to the total net credits in the Accounts of all such persons in the respective Fund on said date. The allocation of income and loss shall be made prior to any other allocation as of that date and shall be based on the actual earnings and losses credited or charged to Funds in which the Participants’ Accounts are invested pursuant. 7.7. Allocation and Crediting of Employer Matching Contributions Except as otherwise provided for in Section 7.9 of the Plan, as of the last Allocation Date for each Plan Year: (a) Company Stock released from the Loan Suspense Account for that year and shares of Company Stock contributed directly to the Plan shall be allocated and credited to each Participant who is employed by an Employer during the Plan Year as follows: (1) first, the number of shares of Company Stock with a fair market value (valued as of the last day of each calendar quarter) equal to the matching

30 contributions made under Section 4.4 of the Plan on behalf of each Participant shall be credited to the Participant’s Company Stock Account (and a matching contribution sub-account); and then (2) the remaining number of shares of Company Stock that bears the same ratio as the Participant’s Compensation while a Participant bears to the aggregate Compensation of all Participants (while Participants) for the Plan Year shall be credited to such Participant’s Company Stock Account. 7.8. Limitations as to Certain Section 1042 Transactions To the extent that a shareholder of Company Stock sells qualifying Company Stock to the Plan and elects (with the consent of the Company) nonrecognition of gain under Section 1042 of the Code, no portion of the Company Stock purchased in such nonrecognition transaction (or dividends or other income attributable thereto) may accrue or be allocated during the nonallocation period (the ten (10) year period beginning on the later of the date of the sale of the qualified Company Stock or the date of the Plan allocation attributable to the final payment of an Acquisition Loan incurred in connection with such sale) for the benefit of: (a) The selling shareholder; (b) The spouse, brothers or sisters (whether by the whole or half blood), ancestors or lineal descendants of the selling shareholder or descendant referred to in (a) above; or (c) Any other person who owns, after application of Section 318(a) of the Code, more than twenty-five percent (25%) of (1) any class of outstanding stock of the Company or any Affiliate, or (2) the total value of any class of outstanding stock of the Company or any Affiliate. For purposes of this Section 7.8, Section 318(a) of the Code shall be applied without regard to the employee trust exception of Section 318(a)(2)(B)(i) of the Code. 7.9. Dividends (a) Stock Dividends. Dividends on Company Stock which are received by the Trustee in the form of additional Company Stock shall be retained in the portion of the Trust Fund consisting of Company Stock, and shall be allocated among Participants’ Accounts and the Loan Suspense Account in accordance with their holdings of the Company Stock on which the dividends have been paid. (b) Cash Dividends on Allocated Shares—In General. Dividends on Company Stock credited to Participants’ Accounts which are received by the Trustee in the form of cash shall be, at the direction of the Company, either be:

31 (1) credited to Participants’ Accounts in accordance with Section 7.5 of the Plan and invested as part of the Trust Fund; (2) distributed immediately to the Participants; (3) distributed to the Participants within ninety (90) days of the close of the Plan Year in which paid; or (4) used to repay first principal and then, if available, interest on the Acquisition Loan used to acquire Company Stock on which the dividends were paid. In addition to the above methods of treating dividends on allocated shares at the sole discretion of the Committee, Participants may elect that dividends on Company Stock credited to their Accounts which are received by the Trustee in the form of cash shall either be: (5) paid to the Plan and reinvested in Company Stock and credited to the Participant’s Account; (6) distributed in cash to the Participant; or (7) distributed to the Participant within ninety (90) days of the close of the Plan Year in which paid. Dividends subject to an election under this Section (and any Stock acquired therewith pursuant to a Participant’s election) shall at all times be fully vested. To the extent the Committee allows elections pursuant to this Section, the Committee will establish policies and procedures consistent with guidance issued under Section 404(k) of the Code or which the Committee believes is consistent with the provisions of Section 404(k) of the Code in the absence of relevant regulatory guidance. (c) Cash Dividends on Allocated Shares—Certain Predecessor Accounts. With respect to amounts invested in Company Stock transferred from the Bituminous Plan, Great West Plan and PMA Plan, the following rules shall apply. Any cash dividends received with respect to Company Stock previously credited to Participants shall be applied to purchase additional shares of Company Stock. Such dividends and the additional shares (including fractional shares) subsequently purchased with the dividends shall be allocated and credited to the Accounts of Participants, pro rata, according to the shares (including fractional shares) credited to the Accounts of Participants on the applicable dividend record date. Any Company Stock received as a stock split or stock dividend or as a result of a reorganization or recapitalization of Old Republic shall be allocated and credited to the Accounts of Participants in proportion to the Company Stock previously credited to their Accounts.

32 (d) Cash Dividends on Unallocated Shares. Dividends on Company Stock held in the Loan Suspense Account which are received by the Trustee in the form of cash shall be applied as soon as practicable to payments of first principal and then, if available, interest under the Acquisition Loan incurred with the purchase of the Company Stock. (e) Financed Shares. Financed Shares released from the Loan Suspense Account by reason of dividends paid with respect to such Company Stock shall be allocated under Section 7.6 and Section 7.7 of the Plan as follows: (1) First, Financed Shares with a fair market value at least equal to the dividends paid with respect to the Company Stock allocated to Participants’ Accounts shall be allocated among and credited to the Accounts of such Participants, pro rata, according to the number of shares of Company Stock held in such accounts on the date such dividend is declared by the Company; (2) Then, any remaining Financed Shares released from the Loan Suspense Account by reason of dividends paid with respect to Company Stock held in the Loan Suspense Account shall be allocated among and credited to the Accounts of all Participants employed by the Employer during the Plan Year for which such allocation is made, pro rata, according to each Participant’s Compensation. 7.10. Accounts Maintained for Record Keeping Only Separate accounts or records may be maintained for operational and accounting purposes for each Fund, but, except as provided in Article VIII hereof, no such account shall be considered as segregating any funds or property in each Fund from any other funds or property contained in such Fund. In no event shall maintenance of an account or record designated as the account of a person having a credit in the Plan mean that such person shall have a greater or lesser interest than that due him under the terms of this Plan. No person having a credit in the Plan shall have any specific title in any specific asset in the Trust. 7.11. Allocation of Forfeitures and Discretionary Contributions (a) Discretionary Employer Contributions and Forfeitures of Discretionary Employer Contributions. As of the last Allocation Date of each Plan Year the Committee shall allocate the balance of each Employer’s contribution, if any, made pursuant to Section 4.6 hereof to the Accounts of Participants in the same manner as Employer Matching Contributions are allocated. Unused forfeitures of Discretionary Employer Contributions shall be allocated in the same manner. (b) Forfeitures of Employer Matching Contributions. As of the last Allocation Date of each Plan Year, the Committee shall allocate the unused forfeitures of Employer Matching Contributions from the Accounts of Participants to the Accounts of all Eligible Participants who have made contributions during the Plan Year pursuant to Article IV hereof in the proportion that the total Recognized

33 Compensation of each such Eligible Participant bears to the total Recognized Compensation of all such Eligible Participants who made contributions. Notwithstanding the foregoing, for periods prior to January 1, 2025, Recognized Compensation for purposes of the foregoing calculation is limited to $150,000. (c) Use of Forfeitures. Notwithstanding anything herein to the contrary forfeitures shall first be used to restore forfeitures pursuant to Section 9.5 of the Plan. Any forfeitures not used pursuant to Section 9.5 shall be used to pay plan expenses or allocated pursuant to this Section 7.11, as determined by the Committee. 7.12. Committee Records The accounts and records of the Committee shall be open to inspection and audit at all reasonable times by any person designated by an Employer. Such records shall contain all authorizations, directions and other information furnished or received by an Employer, the Committee and the Trustee. 7.13. Participant Statements As soon as practicable after the end of each Plan Year the Committee will provide each Participant with a statement of his account balances as of the last Allocation Date of such year. SECTION VIII - INVESTMENT OF THE TRUST FUND 8.1. Separate Investment Funds The assets of the Trust Fund shall be separated and segregated into separate and distinct investment funds, including an Investment Fund that invests in Company Stock. The Old Republic Employer Stock Fund shall consist of amounts allocated to Employer Contribution Accounts (Employers’ contributions, forfeitures and earnings thereon) and amounts allocated to Individual Contribution Accounts that Participants have directed to be invested in Company Stock. The remaining funds shall consist of amounts allocated to Individual Contribution Accounts (Participants’ contributions and earnings thereon) and amounts directed by Participants to be transferred from the Old Republic Employer Stock Fund pursuant to the diversification provisions of Section 24.5. The Funds shall be invested as described below. 8.2. Old Republic Employer Matching Stock Fund The Old Republic Employer Stock Fund shall be invested and reinvested entirely in Company Stock. Employer cash contributions shall be invested in Company Stock as soon as it is practicable after receipt by the Trustee. In making such purchases the Trustee shall give due regard to the trading volume of Company Stock at the time of such purchases and accordingly regulate the amount and timing of such purchases in order to minimize the effect on market price fluctuations which may be caused by such purchases. All purchases of Company Stock shall be subject to any applicable federal or state securities laws and shall be made in accordance with all applicable rules and regulations promulgated thereunder. The Trustee may purchase Company Stock directly from the Company.

34 8.3. Funds The Committee may designate, add or delete such Funds as investment options under the Plan as may be deemed to be desirable from time to time, including a fund designed to invest in the common stock of the Company. If the Committee creates such investment Funds, a separate Account will be established by the Trustee to reflect the portion, if any, of the Participant’s Accounts that is invested in any of the Funds. The Plan’s assets may be invested in collective investment trusts and commingled funds, the provisions of which are hereby incorporated by this reference. At no time shall any part of the corpus or income of the Plan’s investments in such collective investment trusts or commingled funds be used for, or diverted to, purposes other than the exclusive benefit of the Participants or their Beneficiaries. In addition, and in no way limiting the foregoing, the Plan’s assets may be invested in the Wilmington Trust Collective Investment Trust effective as of the date of execution of such Trust’s Participation Agreement. SECTION IX - VESTING - FORFEITURES 9.1. Full Vesting The entire amount of the credit in the accounts of a deceased Participant or a Participant who reaches his Normal Retirement Date or actually retires for disability prior thereto, plus any amount allocated to his accounts thereafter as provided by Sections 7.5, 7.6, 7.7, and 7.8, hereof, shall be vested and shall be paid to the person or persons entitled thereto at the times and in the manner provided by Article XI hereof. A Participant shall be considered to have retired for disability if at the time he retires he is considered disabled under the terms of the Old Republic International Corporation Long-Term Disability Plan (regardless of whether he has elected coverage under that plan) or is eligible to receive Social Security disability benefits. 9.2. Vesting on Termination of Service—In General A portion of the amount of the credits in the accounts of a Participant as of the Allocation Date coinciding with or next preceding the day he terminates his service with all Affiliated Companies for any reason other than his death, retirement on or after his Normal Retirement Date, or retirement for disability shall be paid to the person or person entitled thereto at the times and in the manner provided by Article XI hereof. The amount to be paid shall be known as a “vested interest”, and shall be equal to the sum of the following: (a) The total of his Salary Reduction Contributions, Employee After-Tax Contributions, Roth 401(k) Contributions, and earnings thereon; (b) The total of his Safe Harbor Nonelective Employer Contributions; (c) The total Employer Matching Contributions made to his Post-2024 ESOP Account; (d) For Participants who complete an Hour of Service under the Plan in a Plan Year beginning on or after January 1, 2002 and on or before December 31, 2024, an

35 amount equal to the following percentage of his credit in his Pre-2025 ESOP Account, Pre-2025 Discretionary Employer Contributions Account, and Post- 2024 Discretionary Employer Contributions Account: Completed Years of Service with the Employers Portion of Credit To be Paid (Vested Interest) One 0% Two 20% Three 40% Four 60% Five 80% Six or more 100% (e) and any net income or net loss allocated to his accounts thereafter, as provided by Article XIV hereof. (f) Notwithstanding the foregoing to the contrary each Participant whose vested percentage as of December 31, 1988 was greater than the percentage shown in paragraph (d) above shall continue to be vested in no smaller a percentage than he was on December 31, 1988. Increases in his vesting percentage for service on and after January 1, 1989 shall be based upon the schedule contained in paragraph (d) above. (g) Except as to his vested interest, the balance of the credits in the accounts of a Participant in this Plan who is not fully vested shall cease and be terminated immediately upon his termination of service with all Affiliated Companies. The Committee shall direct the Trustee to transfer out of such Participant’s ESOP Account as of the time of his termination of service the balance in excess of the amount vested in him, as a forfeiture to be distributed among the ESOP Accounts of the other Participants according to the procedure provided by Section 7.11 hereof. The percentage to be applied shall be applied to the ESOP Account balance as of the Allocation Date immediately preceding his date of termination before any credits are made to his accounts pursuant to Sections 7.5, 7.6, 7.7, and 7.11 hereof. The unvested portion of the Participant’s Accounts that is invested in Company Stock shall be forfeited only after other unvested amounts in the Participant’s Accounts have been forfeited. 9.3. Vesting on Termination of Service—Baseline Security Plan Transferred Accounts (a) With respect to amounts transferred to the Plan from the Baseline Security Plan, a Participant’s vested interested shall be determined as follows, with respect to the types of contributions indicated.

36 (i) Prior Bituminous Match. Vesting in accordance with the following schedule: Completed Years of Service with the Employers Portion of Credit To Be Paid (vested interest) 0 0% 1 10% 2 20% 3 40% 4 60% 5 80% 6 100% (ii) Prior Great West Match. 100% vested at all times. (iii) Prior ORIAS Employer. Vesting in accordance with the table indicated in Section 9.2(d). (iv) Prior PMA Match. Vesting in accordance with the following schedule: Completed years of Service with the Employers Portion to be Paid (vested interest) 0 0% 1 10% 2 40% 3 50% 4 60% 5 100% (v) Prior PMA Employer. Vesting in accordance with the following schedule:

37 Completed years of Service with the Employers Portion to be Paid (vested interest) 0 0% 1 20% 2 40% 3 60% 4 80% 5 100% (vi) Prior Phoenix Employer. Vesting in accordance with the table indicated in Section 9.2(d). (vii) Prior RamQuest Employer. Vesting in accordance with the table indicated in Section 9.2(d). (viii) Prior ORI Title Match. Vesting in accordance with the table indicated in Section 9.2(d). (ix) Prior ORI Title Employer. Vesting in accordance with the table indicated in Section 9.2(d). (x) Prior Old Title Employer. Vesting in accordance with the table indicated in Section 9.2(d). (xi) Prior ATFS Match. 100% vested at all times. (xii) Prior ATFS Employer. Vesting in accordance with the table indicated in Section 9.2(d). (xiii) Prior ATFS MPP Rollover. 100% vested at all times. (xiv) Prior Great West Employer. Vesting in accordance with the table indicated in Section 9.2(d). (b) With respect to all Baseline Security Plan Transferred Accounts, the Participant’s vested percentage in such Accounts on and after December 30, 2022, shall be no less than the Participant’s vested percentage in the corresponding account in the Baseline Security Plan immediately prior to December 30, 2022.

38 9.4. Vesting on Termination of Service—RMIC Plan Transferred Accounts (a) With respect to amounts transferred to the Plan from the RMIC Plan, a Participant’s vested interested shall be determined as follows, with respect to the types of contributions indicated. (1) Prior RMIC Plan Employee Contributions. 100% vested at all times. (2) Prior RMIC Plan Discretionary Employer Contributions. Vesting in accordance with the following schedule: Completed Years of Service with the Employers Portion of Credit To Be Paid (vested interest) Not Less Than 0 0% 0% 1 40% 0% 2 50% 20% 3 60% 40% 4 70% 60% 5 80% 80% 6 100% (b) With respect to all RMIC Plan Transferred Accounts, the Participant’s vested percentage in such Accounts on and after August 1, 2024, shall be no less than the Participant’s vested percentage in the corresponding account in the RMIC Plan immediately prior to August 1, 2024. (c) In addition, with respect to all RMIC Plan Transferred Accounts, any participants who had reached or will reach the “Early Retirement Age” under the RMIC Plan, which was defined as the later of the date the Participant attained age 50 or the date the Participant completed six Years of Service, shall be fully vested in his or her RMIC Plan Discretionary Employer Contributions. 9.5. Breaks in Service and Return to Service (a) If a former Participant who has not incurred five consecutive One Year Breaks in Service returns to work for an Employer, he shall again become a Participant as of the first date after his termination during which he again completes an Hour of Service. His Years of Service earned prior to his termination of service shall be

39 restored. Any amounts that were forfeited when he terminated shall not be restored, except pursuant to Sections 9.5(b) and (c) below. (b) If a partially vested Participant terminates and receives or begins to receive the balances in his Accounts prior to incurring five consecutive One Year Breaks in Service and thereafter returns to the service of an Employer as an Employee under the Plan, and prior to his Repayment Date repays to his ESOP Account the amount previously distributed to him from the Account, the Committee shall, at the end of the Plan Year in which the Participant repays the amount to his Account, allocate to his ESOP Account the amount necessary to restore the ESOP Account balance in the Account prior to his termination. “Repayment Date” shall mean the earlier of: (1) the date the Participant incurs five consecutive One Year Breaks in Service after his distribution has begun; or (2) the end of the five year period beginning with the Participant’s return to service with an Employer as an Employee. (c) If a former Participant who returns to work for an Employer prior to incurring five consecutive One Year Breaks in Service had not begun to receive a distribution of the balances in his Accounts, any amounts that were forfeited upon his termination of service shall be restored as set forth in Section 9.5 below. (d) If partially or fully vested former Participant returns to work for an Employer, his prior Years of Service shall be restored no matter how many One Year Breaks in Service he has incurred. If a former Participant who has no vested interest incurs a five consecutive One Year Breaks in Service, then he shall forfeit his prior Years of Service. 9.6. Source of Restoration of Forfeitures The amount necessary to restore the balances in a returned Participant’s ESOP Account shall come from amounts forfeited from the ESOP Accounts of those Participants who terminated during the year. In the event that such forfeitures are insufficient to restore the Account, the Company shall contribute the additional amounts required. 9.7. Service of Less than 1,000 Hours A Plan Year in which a Participant completes between 501 and 999 (inclusive) Hours of Service with an Employer shall not be treated either as a One Year Break in Service or as a year in which a Year of Service is earned. 9.8. Vesting Schedule Amendments Upon an amendment changing the vesting schedule contained in Section 9.2, 9.3, or 9.4 hereof, the vested interest of an Employee who is a Participant on the date such an amendment is adopted (or the date such an amendment is effective, if later) shall not, immediately following

40 the date of the amendment, be less than his vested interest prior to such amendment. A Participant who has completed three or more Years of Service may after such an amendment elect during the vesting election period to have his vested interest determined without regard to such an amendment. For purposes of this Section the “vesting election period” begins on the date the vesting schedule is amended, and ends 60 days following the later of: (a) the date the amendment is adopted; (b) the date the amendment is effective; or (c) the date the Participant is given written notice of the amendment. An election pursuant to this Section may be made only by an individual who is a Participant at the time of such an election and shall be irrevocable. Notwithstanding the foregoing, no election will be provided to a Participant whose vested interest under the amendment is at all times equal to or greater than his vested interest under the Plan without regard to the amendment. SECTION X - RETIREMENT 10.1. Normal and Late Retirement Retirement for age shall occur if the Participant terminates his service with the Employers on or after his attaining age 65. A Participant may retire later than on the Participant’s Normal Retirement Date, and in such event (i) he shall continue to participate in the Employer’s contributions, forfeitures, and the benefits of the Trust as any other Participant, and (ii) his retirement shall occur on the day his employment with his Employer is terminated. 10.2. Disability A Participant shall be considered to have retired for disability if at the time he retires he is considered disabled under the terms of the Old Republic International Corporation Long-Term Disability Plan (regardless of whether he has elected coverage under that plan) or is eligible to receive Social Security disability benefits. SECTION XI - PAYMENT OF BENEFITS 11.1. Form Upon retirement of a Participant for age or disability, or upon any other termination of employment with all Affiliated Companies the vested portion of the Participant’s Company Stock Account shall be paid to the Participant at the election of the Participant either in (a) cash or (b) Common Stock of the Company (based upon fair market values on the date of distribution). Balances representing fractional shares of Common Stock shall be distributed in cash. The balance of a Participant’s other Accounts payable upon retirement for age or disability or upon any other termination of employment shall be paid to the Participant in cash.

41 If the Participant elects a cash distribution of the Company Stock Account, both his Company Stock Account and his other Accounts may, at the election of the Participant, be paid: (a) in one lump sum distribution; (b) in a direct rollover pursuant to Section 11.9 hereof; (c) in annual or more frequent installments paid over a reasonable period of time not to exceed the life expectancy of the Participant, the joint life expectancy of the Participant and his spouse, or the joint life expectancy of the Participant and his designated Beneficiary as set forth in Section 11.3 below. A Participant may, at any time, make any of the following elections with respect to scheduled installment payments: to modify the amount of such payments; to modify the time period over which such payments are scheduled to be made; to cease receiving installment payments and receive the remainder of the Account balance in one lump sum; and to cease receiving installment payments and re-commence receipt of installment payments at a later date; or (d) any portion in a partial withdrawal. If the Participant who is terminating his employment has made individual contributions, which have not been credited to his account at the time of distribution, such amounts shall be returned without interest. All distributions required under this Section shall be determined and made in accordance with the Treasury Regulations under Code Section 401(a)(9), including the minimum distribution incidental benefit requirement of Section 1.401(a)(9)-2 of the Regulations. Notwithstanding anything herein to the contrary, the provisions of this Section and the other provisions of this Section which are intended to reflect the requirements of Code Section 401(a)(9) shall override any contrary provisions elsewhere in this Plan. 11.2. Commencement Date (a) If a Participant’s vested Account balance is $1,000 or less, the Company will require a distribution or a transfer to commence on or before 90 days after the end of the Plan Year in which the Participant’s employment with all Employers and Affiliated Companies terminates. To the extent the Participant does not timely initiate such distribution or transfer, the vested Account will be distributed to the Participant in cash. (b) If a Participant’s vested Account balance is greater than $1,000 but equal to or less than $7,000, the Company will require a distribution or a transfer to commence on or before 90 days after the end of the Plan Year in which the Participant’s employment with all Employers and Affiliated Companies terminates. To the extent the Participant does not timely take a distribution or initiate a transfer, the vested Account balance will be rolled over to an individual retirement account (“IRA”) in the name of the Participant with an IRA custodian as designated by the Plan Administrator.

42 (c) If the vested portion of a Participant’s Account balance exceeds $7,000, a distribution or transfer under Section 11.1 will commence no later than 90 days after the end of the Plan Year in which occurs the latest of the Participant’s Normal Retirement Date, the Participant’s 10th anniversary of participation in the Plan, or the date the Participant’s employment with all Employers and Affiliated Companies terminates. (d) If requested by a Participant, a distribution or transfer may commence as soon as administratively feasible after the Participant’s employment with all Employers and Affiliated Companies terminates. If a distribution is one to which sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under section 1.411(a)-11(c) of the Treasury Regulations is given, provided that: (1) the plan administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution. (e) Notwithstanding anything herein to the contrary, distributions must commence in accordance with the requirements of Code section 401(a)(9) and the regulations thereunder, which shall generally mean: (1) distributions must commence no later than the April 1 of the calendar year for a Participant who (A) reaches age: (i) 701/2 (if the Participant was born before July 1, 1949), (ii) 72 (if the Participant was born after June 30, 1949 and before January 1, 1951), (iii) 73 (if the Participant was born between 1951 and 1959), or (iv) 75 (if the Participant was born 1960 and later) and (B) is not a 5% owner of an Employer, unless the Participant elects to delay commencement of his benefit until the Participant’s employment with all Employers and Affiliated Companies terminates; and (2) for a Participant who is a 5% owner of an Employer, distributions must commence no later than the April 1 of the calendar year following the calendar year in which the Participant attains the applicable age in 11.2(e)(1) above. 11.3. Installment Distributions—Minimum Requirements (a) If a Participant’s benefit is to be distributed over (1) a period not extending beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the Participant’s designated Beneficiary or (2) a period not extending beyond the life expectancy of the designated Beneficiary, the amount required to be distributed for each calendar year, beginning with distributions for the first calendar year for which distributions are required must at

43 least equal the quotient obtained by dividing the Participant’s vested Account balances at the beginning of the calendar year by the number of years in the distribution period. (b) If the Participant’s spouse is not the designated Beneficiary, the amount to be distributed each year, beginning with distributions for the first calendar year for which distributions are required shall not be less than the quotient obtained by dividing the Participant’s vested Account balances at the beginning of the calendar year by the applicable divisor determined from the table set forth in Q&A-4 of Section 1.401(a)(9)-2 of the Treasury Regulations. (c) For purposes of this Section, the term “life expectancy” or “joint and last survivor expectancy” means the life expectancy or joint and last survivor expectancy computed by use of the expected return multiples in Tables V and VI of Section 1.72-9 of the Treasury Regulations calculated using the attained age of the Participant (or designated Beneficiary) as of the Participant’s (or designated Beneficiary’s) birthday in the applicable calendar year reduced by one for each calendar year which has elapsed since the date life expectancy was first calculated. If life expectancy is being recalculated, the applicable life expectancy shall be the life expectancy as so recalculated. Unless otherwise elected by the Participant (or spouse) by the time distributions are required to begin, life expectancies shall be recalculated annually. Such election shall be irrevocable as to the Participant (or spouse) and shall apply to all subsequent years. The life expectancy of a nonspouse Beneficiary may not be recalculated. 11.4. Death Benefits (a) If a Participant dies after distribution of his interest has begun, the remaining portion of such interest will continue to be distributed at least as rapidly as under the method of distribution being used prior to the Participant’s death. (b) In accordance with Section 3.4, a Participant may designate a Beneficiary (or Beneficiaries) to receive the benefit, if any, which may be payable under the Plan in the event of his death; and each designation may be revoked by such Participant by signing and filing another form. Upon the death of a Participant before a distribution or transfer of his credit in the Trust has begun, the amount payable under Article IX hereof shall be paid in Common Stock or in cash as described in Section 11.l hereof beginning on or before the ninetieth day next after his death occurs, to the following person or persons in the order designated: (1) to the Participant’s surviving spouse, if any; provided in the case of an “eligible rollover distribution” as defined in Code Section 401(a)(31)(C), in a direct transfer of all or a portion of the distribution to an “eligible retirement plan” as defined in Code Section 401(a)(31)(D); provided, however, that any such transfer is $200 or more;

44 (2) if the Participant is not survived by a spouse, or if the Participant is survived by a spouse but the spouse consents in accordance with the procedure set forth below, to such Beneficiary or Beneficiaries as the Participant designated in writing upon such form or forms furnished by the Committee and delivered to the Committee within his lifetime; or (3) in the event a Beneficiary dies prior to the receipt of his share of such account, the undisbursed portion of his share shall be paid to such other Beneficiary or Beneficiaries, and in such amount to each (if more than one), as said Participant shall have designated. If more than one Beneficiary has been designated without specifying the share to each, distribution shall be made equally to such of the designated Beneficiaries as shall be living. (c) In the event that a person to whom benefits are payable has died and is not survived by a designated Beneficiary or contingent Beneficiary, the Plan Administrator shall direct the Trustee to pay the remaining balance in the Participant’s Accounts to such person’s spouse, if any, otherwise in equal shares to his surviving children, or if no such relative survives, to such person’s estate. (d) For the purpose of this 11.4, the Beneficiary shall not be deemed to have survived the Participant if such Beneficiary dies within thirty (30) days of the Employee’s death. (e) Notwithstanding the foregoing provisions in this Section 11.4, the Beneficiary of a married Participant shall automatically be the Participant’s spouse, unless such spouse consents in writing to the designation of another Beneficiary or Beneficiaries. Each such married Participant for whom such a consent is received may, from time to time, change his Beneficiary designation; provided, however, that the Participant may not change such designation without the written consent of his spouse. The written consent described in this Section 11.4(c) shall not be effective unless: (1) the spouse has consented in writing to the designation of another Beneficiary or Beneficiaries, (2) such designation designates another Beneficiary or Beneficiaries which may not be changed without written spousal consent (or the consent of the spouse expressly permits designations by the Participant without any requirement of further consent by the spouse), and (3) the spouse’s consent acknowledges the effect of such designation and is witnessed by a Plan representative or a notary public. Such consent shall not be required if the Participant established to the satisfaction of the Plan Administrator that such consent cannot be obtained because there is no spouse, because the spouse cannot be located or because of such other circumstances as may be prescribed by regulations.

45 Subject to the foregoing spousal consent process, a Beneficiary designation filed with the Committee and bearing the latest date of execution shall be conclusive upon all persons of the designation of the Beneficiary or Beneficiaries named therein. 11.5. Deductions for Taxes and Expenses Before making payment of the credit in the accounts of a deceased Participant to the persons entitled thereto as designated by the Committee, the Trustee may deduct from the credit such amount as in its sole discretion it deems proper to protect itself against liability on account of all taxes and penalties or other additions thereto and interest thereon, by whatever government imposed, which may be levied or assessed upon or by reason of the death of such deceased Participant and out of the amount so deducted may discharge any such liability and shall pay the balance to the persons so designated. 11.6. Payments to Minors During the minority or other legal disability of any person to whom payments are to be made, such payments may be made in the discretion of the Committee in any one or more of the following ways: (a) directly to said person; (b) to the legal guardian or conservator of said person; (c) to any relative of said person, to be expended by such relative for the care, support, education, and maintenance of said person; or (d) directly expending the same for said purposes for the benefit of said person. The Trustee and the Committee shall not be required to see to the application of any payments so made to any of said persons, but his or their receipts shall be a full discharge to the Trustee and the Committee. 11.7. Missing Distributees If the Committee notifies a Participant or a Beneficiary designated in accordance with this Section in writing at his last known address that he is entitled to benefits under the Plan and the Participant or Beneficiary fails to claim his benefits within two calendar years after notification, his benefits will be distributed to one or more of the Participant’s or Beneficiary’s relatives by blood, adoption or marriage, as the Committee decides. If the Committee cannot locate an appropriate relative within one additional year, the benefit shall be forfeited, provided, however, that if the Participant or an appropriate relative subsequently applies for the benefit, the benefit shall be reinstated. 11.8. Special QDRO Provisions If the Committee receives a domestic relations order that meets the requirements of Section 414(p) of the Code except that it provides for an immediate distribution of the alternate

46 payee’s interest in the Participant’s Accounts, the Committee shall honor such an order as a Qualified Domestic Relations Order (“QDRO”) within the meaning of Section 414(p) of the Code and make the distribution in accordance with the order. Notwithstanding anything herein to the contrary, any expenses incurred by the Plan in connection with the review, approval or implementation of a QDRO shall be charged equally to the accounts of the parties to the QDRO at the time the QDRO is implemented. Effective April 6, 2007, a domestic relations order that otherwise satisfies the requirements for a QDRO will not fail to be a QDRO: (i) solely because the order is issued after, or revises, another domestic relations order or QDRO; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after the Participant's death. 11.9. Direct Rollovers Notwithstanding any provision of the Plan to the contrary, a distributee may elect, at the time and in the manner prescribed by the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. The terms defined in this Section shall have the following meanings: (a) “direct rollover” shall mean a payment by the Plan to the eligible retirement plan specified by the distributee. (b) “distributee” shall mean an employee or former employee. In addition, the employee’s or former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code section 414(p), are distributees with regard to the interest of the spouse or former spouse. Effective January 1, 2010, a distributee also includes the Participant’s nonspouse designated beneficiary under the Plan. In the case of a nonspouse beneficiary, the direct rollover may be made only to an individual retirement account or annuity described in Section 408(a) or 408(b) (“IRA”) that is established on behalf of the designated beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Section 402(c)(11) of the Code. A nonspouse beneficiary may not roll over an amount which is a required minimum distribution, as determined under applicable Treasury regulations. (c) “eligible rollover distribution” shall mean any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code section 401(a)(9); any distribution made upon hardship of the employee; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). For purposes of this Section 11.9 of the Plan, a portion of a distribution shall not fail to be an eligible rollover

47 distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. (d) “eligible retirement plan” shall mean an individual retirement account described in Code section 408(a), a Roth IRA described in Code section 408A(b), an annuity plan described in Code section 403(a), an annuity contract described in section 403(b) of the Code, an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan, or a qualified trust described in Code section 401(a), that accepts the distributee’s eligible rollover distribution. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in section 414(p) of the Code. For taxable years beginning after December 31, 2006, a Participant may elect to transfer employee (after-tax) or Roth elective deferrals (if any) by means of a direct rollover to a qualified plan or to a 403(b) plan that agrees to account separately for amounts so transferred, including accounting separately for the portion of such distribution which is includible in gross income and the portion of such distribution which is not includible in gross income. SECTION XII - APPLICATION OF JOINT AND SURVIVOR ANNUITY REQUIREMENTS 12.1. In General. The Qualified Joint and Survivor Annuity rules under this Article XII will apply to amounts transferred from the Attorneys’ Title Fund Services, LLC 401(k) Plan that are subject to the joint and survivor annuity requirements of Code section 401(a)(11) notwithstanding any other provisions of this Plan. These amounts are attributable to assets previously held in the Attorneys’ Title Insurance Fund, Inc. Money Purchase Pension Plan, and earnings thereon, which generally consist of the amounts held in the ATFS Rollover Merger Account and the ATFS Discretionary Employer Contribution Merger Account. (a) Exception to the Joint and Survivor Annuity Requirements. If, as of the Annuity Starting Date, the Participant's vested Account balance (for pre-death distributions) or the value of the QPSA death benefit (for post-death distributions) does not exceed $5,000, the Participant or surviving Spouse, as applicable, will receive a lump sum distribution pursuant to Section 11.2(a), in lieu of any QJSA or QPSA benefits.

48 (b) Administrative Procedures. The Plan Administrator may provide alternative procedures for applying the spousal consent requirements under this Article XII provided such procedures are consistent with the requirements under this Article XII. For example, the Plan Administrator may require under separate administrative procedures to require spousal consent to Participant distributions or may in a separate loan procedure require spousal consent prior to granting a Participant loan, without subjecting the Plan to the Joint and Survivor Annuity requirements. 12.2. Pre-Death Distribution Requirements If a pre-death distribution is subject to the Qualified Joint and Survivor Annuity requirements under this Article XII, the distribution will be paid in the form of a Qualified Joint and Survivor Annuity (QJSA), unless the Participant (and Spouse, if the Participant is married) elects to receive the distribution in an alternative form. In addition to the QJSA form of benefit, a Participant (and Spouse) may elect to receive distribution in the form of a Qualified Optional Survivor Annuity (QOSA). In applying the provisions under this Section 12.2, a Participant (and Spouse) may only waive out of the QJSA pursuant to a Qualified Election (as defined in Section 12.4). Under the Qualified Election provisions under Section 12.4, the QOSA form of benefit is treated as a QJSA form of benefit for purposes of determining whether spousal consent is required with respect to a waiver of the QJSA in favor of the QOSA form of benefit. Thus, no spousal consent is required to waive out of the QJSA form of benefit in favor of an actuarially equivalent QOSA form of benefit. (a) Qualified Joint and Survivor Annuity (QJSA). A QJSA is an immediate annuity payable over the life of the Participant with a survivor annuity payable over the life of the Participant’s Spouse equal to 50% of the amount of the annuity which is payable during the joint lives of the Participant and the Spouse. A Participant may elect to increase the percentage of the Spouse’s survivor annuity to 100%, 75% or 66-2/3% (instead of 50%). If the Participant is not married as of the Annuity Starting Date, the QJSA is an immediate annuity payable over the life of the Participant. (b) Qualified Optional Survivor Annuity (QOSA). A QOSA is an immediate annuity payable over the life of the Participant with a survivor annuity payable over the life of the Participant's Spouse that is equal to 75% of the amount of the annuity which is payable during the joint lives of the Participant and the Spouse. (c) Notice requirements. The Plan Administrator shall provide each Participant with a written explanation of: (1) the terms and conditions of the QJSA; (2) the Participant's right to make and the effect of an election to waive the QJSA form of benefit;

49 (3) the rights of the Participant's Spouse; and (4) the right to make, and the effect of, a revocation of a previous election to waive the QJSA. The notice must be provided to each Participant under the Plan no less than 30 days and no more than 180 days prior to the Annuity Starting Date. The written explanation shall comply with the requirements of Treas. Reg. §1.417(a)(3)-1. (d) Waiver of 30-day period. The Annuity Starting Date for a distribution in a form other than a QJSA may be less than 30 days after receipt of the written explanation described in the preceding Section provided: (1) the Participant has been provided with information that clearly indicates that the Participant has at least 30 days to consider whether to waive the QJSA and elect (with spousal consent) a form of distribution other than a QJSA; (2) the Participant is permitted to revoke any affirmative distribution election at least until the Annuity Starting Date or, if later, at any time prior to the expiration of the 7-day period that begins the day after the explanation of the QJSA is provided to the Participant; and (3) the Annuity Starting Date is after the date the written explanation was provided to the Participant. The Annuity Starting Date may be a date prior to the date the written explanation is provided to the Participant if the distribution does not commence until at least 30 days after such written explanation is provided, subject to the waiver of the 30- day period described above. (e) Annuity Starting Date. The Annuity Starting Date is the date an Employee commences distributions from the Plan. If a Participant commences distribution with respect to a portion of his/her applicable Account balances, a separate Annuity Starting Date applies to any subsequent distribution. If distribution is made in the form of an annuity, the Annuity Starting Date is the first day of the first period for which annuity payments are made. 12.3. Distributions After Death If the Joint and Survivor Annuity requirements apply with respect to a distribution on behalf of a married Participant who dies before the Annuity Starting Date (as defined in Section 12.2(e) above), the surviving Spouse of that Participant is entitled to receive such distribution in the form of a QPSA, unless the Participant and Spouse have waived the QPSA pursuant to a Qualified Election. Any portion of a Participant’s vested Account Balance that is not payable to the surviving Spouse as a QPSA will be payable under the rules described in Article XI.

50 (a) Qualified Pre-retirement Survivor Annuity (QPSA). A QPSA is an annuity payable over the life of the surviving Spouse that is purchased using 50% of the Participant’s vested Account balance (that is subject to the Qualified Joint and Survivor Annuity requirements) as of the date of death. To the extent that less than 100% of the Participant's vested Account balance is paid to the surviving Spouse, any After-Tax Employee Contributions will be allocated to the surviving Spouse in the same proportion as the After-Tax Employee Contributions bear to the total vested Account balance of the Participant. If a surviving Spouse is entitled to a QPSA distribution, the surviving Spouse may elect to receive such distribution at any time following the Participant's death (subject to the required minimum distribution rules under Article XIII) and may elect to receive distribution in any form permitted under Article XI of the Plan. A QPSA distribution will not commence to a surviving Spouse without the consent of the surviving Spouse prior to the date the Participant would have reached Normal Retirement Age (or age 62, if later). If the QPSA death benefit has been waived, in accordance with the procedures in Section 12.4(b), then the portion of the Participant's vested Account balance that would have been payable as a QPSA death benefit in the absence of such a waiver is treated as a non-QPSA death benefit payable under Section 11.4. The QPSA death benefit may be payable to a non-Spouse Beneficiary only if the Spouse consents to the Beneficiary designation, pursuant to the Qualified Election requirements under Section 12.4, or makes a valid disclaimer. The non-QPSA death benefit, if any, is payable to the person named in the Beneficiary designation, without regard to whether spousal consent is obtained for such designation. If a Spouse does not properly consent to a Beneficiary designation, the QPSA waiver is invalid, and the QPSA death benefit is still payable to the Spouse, but the Beneficiary designation remains valid with respect to any non- QPSA death benefit. (b) Notice Requirements. The Plan Administrator shall provide each Participant within the applicable period for such Participant a written explanation of the QPSA in such terms and in such manner as would be comparable to the explanation provided for the QJSA in Section 12.2(c) above. The applicable period for a Participant is whichever of the following periods ends last: (1) the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35; (2) a reasonable period ending after the individual becomes a Participant; or (3) a reasonable period ending after the joint and survivor annuity requirements first apply to the Participant.

51 Notwithstanding the foregoing, notice must be provided within a reasonable period ending after separation from service in the case of a Participant who separates from service before attaining age 35. For purposes of applying the preceding Section, a reasonable period ending after the enumerated events described in (2) and (3) is the end of the two-year period beginning one year prior to the date the applicable event occurs, and ending one year after that date. In the case of a Participant who separates from service before the Plan Year in which age 35 is attained, notice shall be provided within the two- year period beginning one year prior to separation and ending one year after separation. If such a Participant thereafter returns to employment with the employer, the applicable period for such Participant shall be re-determined. 12.4. Qualified Election A Participant (and the Participant’s Spouse) may waive the QJSA or QPSA pursuant to a Qualified Election. A Qualified Election is a written election signed by both the Participant and the Participant’s Spouse (if applicable) that specifically acknowledges the effect of the election. The Spouse’s consent must be witnessed by a plan representative or notary public. Any consent by a Spouse under a Qualified Election (or a determination that the consent of a Spouse is not required) shall be effective only with respect to such Spouse. If the Qualified Election permits the Participant to change a payment form or Beneficiary designation without any further consent by the Spouse, the Qualified Election must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit, as applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A Participant or Spouse may revoke a prior waiver of the QPSA benefit at any time before the commencement of benefits without limit on the number of revocations. Spousal consent is not required for a Participant to revoke a prior QPSA waiver. No consent obtained under this provision shall be valid unless the Participant has received notice as provided in Section 12.2(c) or Section 12.3(b), as applicable. (a) QJSA. In the case of a waiver of the QJSA, the election must designate an alternative form of benefit payment that may not be changed without spousal consent (unless the Spouse enters into a general consent agreement expressly permitting the Participant to change the form of payment without any further spousal consent). Only the Participant needs consent to the commencement of a distribution in the form of a QJSA. (b) QPSA. In the case of a waiver of the QPSA, the election must be made on a timely basis and the election must designate a specific alternate Beneficiary, including any class of Beneficiaries or any contingent Beneficiaries, which may not be changed without spousal consent (unless the Spouse enters into a general consent agreement expressly permitting the Participant to change the Beneficiary designation without any further spousal consent). To be timely, a Participant (and the Participant’s Spouse) may waive the QPSA at any time during the period

52 beginning on the first day of the Plan Year in which the Participant attains age 35 and ending on the date of the Participant’s death. If a Participant separates from service prior to the first day of the Plan Year in which age 35 is attained, with respect to the Account Balance as of the date of separation, the election period begins on the date of separation. A Participant who has not yet attained age 35 as of the end of a Plan Year may make a special Qualified Election to waive, with spousal consent, the QPSA for the period beginning on the date of such election and ending on the first day of the Plan Year in which the Participant will attain age 35. Such election is not valid unless the Participant receives the proper notice required under Section 12.3(b). QPSA coverage is automatically reinstated as of the first day of the Plan Year in which the Participant attains age 35. Any new waiver on or after such date must satisfy all the requirements for a Qualified Election. (c) Identification of Surviving Spouse. If it is established to the satisfaction of the Plan Administrator that there is no Spouse or that the Spouse cannot be located, any waiver signed by the Participant is deemed to be a Qualified Election. For this purpose, a Participant will be deemed to not have a Spouse if the Participant is legally separated or has been abandoned and the Participant has a court order to such effect. However, a former Spouse of the Participant will be treated as the Spouse or surviving Spouse and any current Spouse will not be treated as the Spouse or surviving Spouse to the extent provided under a QDRO. SECTION XIII - MINIMUM DISTRIBUTION REQUIREMENTS 13.1. General Rules (a) Effective Date. The provisions of this Article XIII will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. (b) Precedence. The requirements of this Section will take precedence over any inconsistent provisions of the plan. (c) Requirements of Treasury Regulations Incorporated. All distributions required under this Section will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of the Internal Revenue Code. (d) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the plan that relate to section 242(b)(2) of TEFRA.

53 13.2. Time and Manner of Distribution (a) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date. (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows: (1) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained the applicable age described in Section 11.2(e)(1). (2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died. (3) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. (4) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 13.2, other than Section 13.2(b)(1), will apply as if the surviving spouse were the Participant. Beginning January 1, 2024, if the sole designated beneficiary is the surviving spouse of the Participant, then the surviving spouse beneficiary may elect to be treated as if he or she were the Participant for purposes of calculating required distributions in accordance with Code section 401(a)(9)(B)(iv). (5) Notwithstanding the foregoing, effective with respect to a Participant’s death occurring after December 31, 2019, the following rules apply. 1. Benefits payable to an Eligible Designated Beneficiary (as defined herein) must commence no later than one (1) year after the death of the person whose death resulted in the right to receive the benefits, except benefits of a surviving spouse may commence on the earlier of (1) the date otherwise prescribed in this Plan or (2) the date the deceased Participant would have attained age the applicable age as described in 11.2(e)(1).

54 2. With respect to a Beneficiary who is not an Eligible Designated Beneficiary, the interest of the Participant payable to such Beneficiary will be distributed no later than December 31 of the calendar year containing the tenth anniversary of the Participant’s death, regardless of whether the Participant’s death occurs before, on, or after his or her Required Beginning Date. The following individuals are Eligible Designated Beneficiaries: the surviving spouse of the Participant; a child of the Participant who has not reached the age of majority; a chronically ill individual as defined in Code Section 401(a)(9)(E)(ii)(IV); and any other individual who is not more than ten years younger than the Participant. For purposes of this Section 13.2 and Section 13.4, unless Section 13.2(b)(4) applies, distributions are considered to begin on the Participant’s required beginning date. If Section 13.2(b)(4) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 13.2(b)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 13.2(b)(1)), the date distributions are considered to begin is the date distributions actually commence. (c) Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 13.3 and 13.4. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations. 13.3. Required Minimum Distributions During Participant’s Lifetime (a) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: (1) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or (2) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury

55 regulations, using the Participant’s and spouse’s attainted ages as of the Participant’s and spouse’s birthdays in the distribution calendar year. (b) Required Minimum Distributions Not Required from Roth Account. Beginning January 1, 2024, required minimum distributions from a Participant’s Roth Account are not required to be made during a Participant’s lifetime. Notwithstanding the foregoing, required minimum distributions must be paid during a Participant’s lifetime to the extent the required minimum distribution relates to a tax year before January 1, 2024. (c) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 13.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. 13.4. Required Minimum Distributions After Participant’s Death (a) Death On or After Date Distributions Begin. (1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows: (i) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (ii) If the Participant’s surviving spouse is the Participant’s sole designated beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year. Beginning January 1, 2024, if the sole designated Beneficiary is the surviving spouse of the Participant, then the surviving spouse Beneficiary may elect to be treated as if he or she were the Participant for purposes of calculating required distributions in accordance with Code section 401(a)(9)(B)(iv).

56 (iii) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year. (2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. (b) Death Before Date Distributions Begin. (1) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in Section 13.4(a). (2) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 13.2(a), this Section 13.2(b)(1) will apply as if the surviving spouse were the Participant. Beginning January 1, 2024, if the sole designated beneficiary is the surviving spouse of the Participant, then the surviving spouse beneficiary may elect to be treated as if he or she were the Participant for purposes of calculating required distributions in accordance with Code section 401(a)(9)(B)(iv). (c) Notwithstanding the foregoing, effective with respect to a Participant’s death occurring after December 31, 2019, the following rules apply:

57 (1) Benefits payable to an Eligible Designated Beneficiary (as defined in Section 13.2(b)(5)(2)) must commence no later than one (1) year after the death of the person whose death resulted in the right to receive the benefits, except benefits of a surviving spouse may commence on the earlier of (1) the date otherwise prescribed in this Plan or (2) the date the deceased Participant would have attained the applicable age described in Section 11.2(e)(1). (2) With respect to a Beneficiary who is not an Eligible Designated Beneficiary, the interest of the Participant payable to such Beneficiary will be distributed no later than December 31 of the calendar year containing the tenth anniversary of the Participant’s death, regardless of whether the Participant’s death occurs before, on, or after his or her Required Beginning Date. 13.5. Definitions (a) Designated beneficiary. The individual who is designated as the beneficiary under the plan and is the designated beneficiary under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. (b) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 13.2(a). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year. (c) Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations. (d) Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

58 (e) Required beginning date. The April 1 of the calendar year following the later of: (1) the calendar year in which the Participant attains age: (i) 701/2 (if the Participant was born before July 1, 1949), (ii) 72 (if the Participant was born after June 30, 1949 and before January 1, 1951), (iii) 73 (if the Participant was born between 1951 and 1959), or (iv) 75 (if the Participant was born 1960 and later); or (2) except in the case of a Participant who is a 5 percent owner within the meaning of Code section 416, the calendar year in which the Participant retires. 13.6. Special Rule for 2009 RMDs. (a) Suspension of RMDs unless otherwise elected by Participant. Notwithstanding the provisions of the Plan relating to required minimum distributions under Code §401(a)(9), a Participant or Beneficiary who would have been required to receive required minimum distributions for 2009 but for the enactment of Code §401(a)(9)(H) (“2009 RMDs”), and who would have satisfied that requirement by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant’s designated Beneficiary, or for a period of at least 10 years (“Extended 2009 RMDs”), will not receive those distributions for 2009 unless the Participant or Beneficiary chooses to receive such distributions. Participants and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence. (b) Direct Rollovers. Notwithstanding the provisions of the Plan relating to required minimum distributions under Code §401(a)(9), and solely for purposes of applying the direct rollover provisions of the Plan, 2009 RMDs and Extended 2009 RMDs will be treated as eligible rollover distributions. SECTION XIV - INCOME OR LOSS 14.1. Calculation The net income or net loss of each Fund for each Allocation Date shall be the difference between the fair market value of the Fund on the Allocation Date, as determined by the Trustee (as provided in Section 14.2 below) and the sum of the following: (a) the total of all the account balances in the Fund of all persons having credits in the Trust on said date; (b) Employer contributions which have been received by the Trustee but have not yet been credited to the account balances in the Fund; and

59 (c) in the case of the Old Republic Employer Stock Fund, amounts transferred out as forfeitures and charged to account balances on the Allocation Date under Sections 9.2 or 9.3 hereof. 14.2. Valuation As of each Allocation Date, the Trustee shall determine and inform the Committee of the fair market value of each Fund. The determination may be made in part or entirely by the Trustee, or in part or entirely by such other persons, or with such other help, as the Trustee in its sole discretion shall deem desirable. In determining the fair market value of the assets in each Fund, current market prices or quotations shall be used for those assets for which they are available. As to all other assets, the Trustee shall use such values as it deems fair; and its determination shall be conclusive upon all persons. SECTION XV - AMENDMENT 15.1. Amendment The Company shall have the power at any time and from time to time, to amend this Plan by resolution of its Board of Directors; provided, however, that no amendment under any circumstances may be adopted the effect of which would be to vest or revest in an Employer any interest in the assets of the plan, or any part thereof, or to change the rights, powers, or duties of the Trustee without its consent, or to deprive any Participant of his then vested interest if any, in this Plan. SECTION XVI - TERMINATION 16.1. Right to Terminate The Company reserves the right either with or without formal action to terminate this Plan. Each Employer reserves the right to permanently discontinue its contributions to the Trust. In the event that an Employer permanently discontinues its contributions to the Trust, or that the Company terminates this Plan, or that this plan is partially terminated under operation of law, the accounts of the affected Participants shall be fully vested and nonforfeitable. 16.2. Sale or Bankruptcy of Employer In the event an Employer shall be judicially declared bankrupt or insolvent, or shall be dissolved, merged or consolidated, or in the event any other person or corporation shall acquire an Employer or substantially all of the assets of an Employer, the accounts of the Participants employed by such Employer, shall be fully vested. 16.3. Distribution Upon Termination Upon the termination of this Plan or the discontinuance of contributions by an Employer, the Trustee may reserve such reasonable amounts as in its sole discretion it shall deem necessary to provide for payment of:

60 (a) any of its expenses or taxes then or thereafter due or payable, and (b) any sums then or thereafter chargeable against the Trust Fund for which it may be liable. The credits in the accounts of Participants shall become 100% vested upon termination of the Plan. As soon as practicable after the Plan is terminated, the Trustee shall distribute the balance of the Trust Fund in lump sum payments to the persons having credits in the Trust in the proportion that the net credit in the accounts of each such person bears to the total net credits in the accounts of all such persons. The Trustee may, in its discretion, make distributions in cash or partially or wholly in kind. At no time shall any part of the corpus or income of the Trust Fund be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their Beneficiaries. 16.4. Power of Trustee From and after the date of the termination of this Plan, and until the final distribution of the Trust Fund, the Trustee shall continue to have all the powers provided under the Plan and Trust as are necessary and expedient for the orderly liquidation and distribution of the Trust Fund. 16.5. Merger or Consolidation In the case of any merger or consolidation with, or transfer of assets and liabilities to, any other plan, provisions shall be made so that each Participant in the Plan on the date thereof (if the Plan then terminated) would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had then terminated). Affected Participants will be notified of a termination or partial termination as required by ERISA. SECTION XVII - RESIGNATIONS - REPLACEMENTS 17.1. Resignation Any member of the Committee may resign and his resignation shall become effective ten (10) days after notice thereof has been personally delivered or sent by registered mail to the Secretary of the Company at the principal office of the Company. The Company by resolution of the Board of Directors shall have the power to remove any member of the Committee from office at any time. 17.2. Vacancy The Board of Directors of the Company may fill any vacancy in the membership of the Committee or appoint additional members to the Committee. The Board of Directors of the Company shall give prompt written notice of any such action to the other Committee members and the Trustee. Any Committee members shall have the same power and authority as their predecessors hereunder. While there is a vacancy in the membership of the Committee, the

61 remaining Committee members shall have the same powers and authorities as the full Committee until the vacancy is filled. SECTION XVIII - WITHDRAWALS 18.1. Withdrawal of After-Tax Contributions A Participant may make withdrawals of After-Tax Contributions from his Individual Contribution Account in accordance with the provisions of this Section. The minimum amount of a withdrawal shall be the lower of $500 or the total balance of After-Tax Contributions in his Individual Contribution Account as of the last day of the prior Plan Year. A Participant may make up to two withdrawals per year under this Section 18.1. 18.2. Hardship Withdrawals In accordance with this Section and the rules of the Committee, upon incurring a hardship, a Participant may withdraw all or a portion of his Salary Reduction Contribution Account (but excluding earnings thereon) or all or a portion of any of the following Accounts, to the extent vested: Predecessor Plan Pre-Tax Elective Deferral Account; Predecessor Plan Rollover Account; Bituminous Matching Contribution Account; ORIAS Employer Contribution Account; PMA Matching Contribution Account; and ATFS Pre-Tax Deferral Account. A withdrawal will be on account of hardship only if it is both made on account of an immediate and heavy financial need of the Participant and is necessary to satisfy such financial need. (a) A withdrawal will be deemed to be on account of an immediate and heavy financial need only if the amount withdrawn is used for: (1) expenses for medical care described in Code section 213(d) previously incurred by the Participant, the Participant’s spouse or dependents or if the withdrawal is necessary for these persons to obtain such medical care; (2) costs directly related to the purchase of a principal residence for the Participant, excluding mortgage payments; (3) payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, the Participant’s spouse, children or dependents; (4) payments necessary to prevent the eviction of the Participant from the Participant’s principal residence or foreclosure on the mortgage on that residence; (5) payments for funeral or burial expenses for the Participant’s deceased parent, spouse, child or dependent; or

62 (6) expenses to repair damage to the Participant’s principal residence that would qualify for a casualty loss deductible under Code Section 165 (without regard to whether the loss exceeds 10% of adjusted gross income and without regard to Code section 165(h)(5)); and (7) expenses and losses (including loss of income) incurred by the Participant on account of a disaster declared by the Federal Emergency Management Agency (“FEMA”), provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in an area designated by FEMA for individual assistance with respect to the disaster. (b) A withdrawal will not be treated as necessary to satisfy an immediate and heavy financial need of a Participant unless all of the following are satisfied: (1) the distribution is not in excess of the amount of the immediate and heavy financial need of the Participant. The amount of an immediate and heavy financial need may include any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution; (2) the Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Adopting Employer; and (3) the Participant represents in writing that he or she has insufficient cash or liquid assets reasonably available to satisfy the financial need. A Participant's hardship event, for purposes of the Plan's safe harbor hardship distribution provisions pursuant to Treas. Reg. §1.401(k)-1(d)(3)(iii)(B), includes an immediate and heavy financial need of the Participant's primary beneficiary under the Plan, that would constitute a hardship event if it occurred with respect to the Participant's spouse or dependent as defined under Code §152 (such hardship events being limited to educational expenses, funeral expenses and certain medical expenses). For purposes of this Article, a Participant's “primary beneficiary under the Plan” is an individual who is named as a beneficiary under the Plan and has an unconditional right to all or a portion of the Participant's account balance under the Plan upon the Participant's death. A Participant may make up to two withdrawals per year under this Section 18.2. 18.3. Age 591/2 Withdrawals At any time on or after reaching age 59½, a Participant may elect to withdraw all or a portion of the vested balance in any Account. A Participant may make up to two withdrawals per year under this Section 18.3. Each withdrawal shall be taken pro rata from all investments in the Participant’s Accounts.

63 18.4. Withdrawal of Rollover Accounts At any time, a Participant may elect to withdraw all or a portion of the vested balance in any Rollover Account. A Participant may make up to two withdrawals per year under this Section 18.4. Each withdrawal shall be taken pro rata from all investments in the Participant’s Accounts. 18.5. Withdrawal of RMIC Plan Transferred Accounts Participants of the RMIC Plan may elect to withdraw all or a portion of the vested balance in the RMIC Plan Discretionary Employer Contribution Account if he or she has participated at least 60 months in the RMIC Plan or the Plan. 18.6. Computing Vested Amounts After a Withdrawal In addition, if the Participant makes a withdrawal at a time when he has a nonforfeitable right to less than 100% in any of his Accounts, then at any relevant time thereafter the Participant’s nonforfeitable portion of such Account will be an amount (“X”) determined by the formula: X = P (AB + D) - D where: P = is the Participant’s nonforfeitable percentage in his Account at the relevant time; AB = is the balance in the Account at the relevant time; and D = the amount of the distribution from the Account. The relevant time is the time at which the Participant’s Vested Interest cannot increase under the Plan. 18.7. Requests for Withdrawals From time to time, the Committee, in its discretion, shall establish procedures and forms to implement this Section. All requests for withdrawals must be made via the procedures established by the Committee. Withdrawals shall be paid in cash. SECTION XIX -ADDITIONAL EMPLOYERS 19.1. Adoption by Subsidiaries Any Affiliated Company that is authorized by the Company to do so, may adopt this Plan by resolution of its Board of Directors. If an entity ceases to be an Affiliated Company, then effective as of the date on which the entity ceases to be an Affiliated Company, the entity shall no longer be an adopting employer of this Plan and all Participants employed by the entity shall be treated as having terminated employment with all Affiliated

64 Companies. The Affiliated Companies that have adopted this Plan as of the date of this restatement are listed on Appendix A. SECTION XX - MAXIMUM ADDITIONS 20.1. General Notwithstanding anything herein to the contrary, no contributions or forfeitures (“annual additions”) shall be allocated to a Participant’s Accounts hereunder for any Plan Year if such allocation would result in the limitations of Code section 415 to be exceeded, with the Plan Year as the limitation year. The limitations of Code section 415, which are incorporated herein by reference, generally limit the amount of contributions and forfeitures that can be allocated to a Participant’s Accounts under the Plan to the lesser of: (a) The amount prescribed under section 415(d) of the Code, as adjusted from time to time, which for 2025 is $70,000, or (b) 100 percent of the Participant’s compensation, within the meaning of section 415(c)(3) of the Code, for the limitation year (“415 Compensation”). 20.2. Adjustments to 415 Compensation (a) 415 Compensation paid after severance from employment. 415 Compensation shall be adjusted, as set forth herein, for the following types of compensation paid after a Participant's severance from employment with the Employer maintaining the Plan (or any other entity that is treated as the Employer pursuant to Code § 414(b), (c), (m) or (o)). However, amounts described in this paragraph (a) and paragraph (b) below may only be included in 415 Compensation to the extent such amounts are paid by the later of 2½ months after severance from employment or by the end of the limitation year that includes the date of such severance from employment. Any other payment of compensation paid after severance of employment that is not described in the following types of compensation is not considered 415 Compensation within the meaning of Code § 415(c)(3), even if payment is made within the time period specified above. (1) Regular pay. 415 Compensation shall include regular pay after severance of employment if: (i) The payment is regular compensation for services during the Participant's regular working hours, or compensation for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and (ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had continued in employment with the Employer.

65 (2) Leave cashouts and limited nonqualified deferred compensation payments. Leave cashouts shall be included in 415 Compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant's severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use the leave if employment had continued. In addition, deferred compensation shall be included in 415 Compensation if the compensation would have been included in the definition of 415 Compensation if it had been paid prior to the Participant's severance from employment, and the compensation is received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid at the same time if the Participant had continued in employment with the Employer and only to the extent that the payment is includible in the Participant's gross income. (3) Salary continuation payments for military service Participants. 415 Compensation does not include payments to an individual who does not currently perform services for the Employer by reason of qualified military service (as that term is used in Code § 414(u)(1)) to the extent those payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service. (4) Salary continuation payments for disabled Participants. 415 Compensation does not include compensation paid to a Participant who is permanently and totally disabled (as defined in Code § 22(e)(3)). (b) Administrative delay (“the first few weeks”) rule. 415 Compensation for a limitation year shall not include amounts earned but not paid during the limitation year solely because of the timing of pay periods and pay dates. (c) Inclusion of certain nonqualified deferred compensation amounts. If the Plan's definition of Compensation for purposes of Code § 415 is the definition in Regulation Section 1.415(c)-2(b) (Regulation Section 1.415 2(d)(2) under the Regulations in effect for limitation years beginning prior to July 1, 2007) and the simplified compensation definition of Regulation 1.415(c) 2(d)(2) (Regulation Section 1.415-2(d)(10) under the Regulations in effect for limitation years prior to July 1, 2007) is not used, then 415 Compensation shall include amounts that are includible in the gross income of a Participant under the rules of Code § 409A or Code § 457(f)(1)(A) or because the amounts are constructively received by the Participant. 20.3. Definition of Annual Additions. The Plan’s definition of "annual additions" is modified as follows: (a) Restorative payments. Annual additions for purposes of Code § 415 shall not include restorative payments. A restorative payment is a payment made to restore

66 losses to a Plan resulting from actions by a fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under ERISA or under other applicable federal or state law, where Participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are restorative payments only if the payments are made in order to restore some or all of the plan's losses due to an action (or a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). This includes payments to a plan made pursuant to a Department of Labor order, the Department of Labor's Voluntary Fiduciary Correction Program, or a court approved settlement, to restore losses to a qualified defined contribution plan on account of the breach of fiduciary duty (other than a breach of fiduciary duty arising from failure to remit contributions to the Plan). Payments made to the Plan to make up for losses due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for breach of a fiduciary duty under ERISA are not restorative payments and generally constitute contributions that are considered annual additions. (b) Other Amounts. Annual additions for purposes of Code § 415 shall not include: (1) The direct transfer of a benefit or employee contributions from a qualified plan to this Plan; (2) Rollover contributions (as described in Code §§ 401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (3) Repayments of loans made to a Participant from the Plan; and (4) Repayments of amounts described in Code § 411(a)(7)(B) (in accordance with Code § 411(a)(7)(C)) and Code § 411(a)(3)(D) or repayment of contributions to a governmental plan (as defined in Code § 414(d)) as described in Code § 415(k)(3), as well as Employer restorations of benefits that are required pursuant to such repayments. (c) Date of tax-exempt Employer contributions. Notwithstanding anything in the Plan to the contrary, in the case of an Employer that is exempt from Federal income tax (including a governmental employer), Employer contributions are treated as credited to a Participant's account for a particular limitation year only if the contributions are actually made to the plan no later than the 15th day of the tenth calendar month following the end of the calendar year or fiscal year (as applicable, depending on the basis on which the employer keeps its books) with or within which the particular limitation year ends. 20.4. Change of Limitation Year. The limitation year may only be changed by a Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan's limitation year, then the Plan is treated as if the Plan had been amended to change its limitation year. 20.5. Aggregation and Disaggregation of Plans. (a) For purposes of applying the limitations of Code § 415, all defined contribution plans (without regard to whether a plan has been terminated) ever maintained by the Employer (or a "predecessor employer") under which the Participant receives

67 annual additions are treated as one defined contribution plan. The "Employer" means the Employer that adopts this Plan and all members of a controlled group or an affiliated service group that includes the Employer (within the meaning of Code §§ 414(b), (c), (m) or (o)), except that for purposes of this Section, the determination shall be made by applying Code § 415(h), and shall take into account tax exempt organizations under Regulation Section 1.414(c) 5, as modified by Regulation Section 1.415(a)-1(f)(1). For purposes of this Section: (1) A former Employer is a "predecessor employer" with respect to a Participant in a plan maintained by an Employer if the Employer maintains a plan under which the Participant had accrued a benefit while performing services for the former Employer, but only if that benefit is provided under the plan maintained by the Employer. For this purpose, the formerly affiliated plan rules in Regulation Section 1.415(f) 1(b)(2) apply as if the Employer and predecessor Employer constituted a single employer under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately prior to the cessation of affiliation (and as if they constituted two, unrelated employers under the rules described in Regulation Section 1.415(a)-1(f)(1) and (2) immediately after the cessation of affiliation) and cessation of affiliation was the event that gives rise to the predecessor employer relationship, such as a transfer of benefits or plan sponsorship. (2) With respect to an Employer of a Participant, a former entity that antedates the Employer is a "predecessor employer" with respect to the Participant if, under the facts and circumstances, the employer constitutes a continuation of all or a portion of the trade or business of the former entity. (b) Break up of an affiliate employer or an affiliated service group. For purposes of aggregating plans for Code § 415, a "formerly affiliated plan" of an employer is taken into account for purposes of applying the Code § 415 limitations to the employer, but the formerly affiliated plan is treated as if it had terminated immediately prior to the "cessation of affiliation." For purposes of this paragraph, a "formerly affiliated plan" of an employer is a plan that, immediately prior to the cessation of affiliation, was actually maintained by one or more of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)), and immediately after the cessation of affiliation, is not actually maintained by any of the entities that constitute the employer (as determined under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2)). For purposes of this Section, a "cessation of affiliation" means the event that causes an entity to no longer be aggregated with one or more other entities as a single employer under the employer affiliation rules described in Regulation Section 1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute the employer under the employer affiliation rules of Regulation Section 1.415(a)-

68 1(f)(1) and (2) (such as a transfer of plan sponsorship outside of a controlled group). (c) Midyear Aggregation. Two or more defined contribution plans that are not required to be aggregated pursuant to Code § 415(f) and the Regulations thereunder as of the first day of a limitation year do not fail to satisfy the requirements of Code § 415 with respect to a Participant for the limitation year merely because they are aggregated later in that limitation year, provided that no annual additions are credited to the Participant's account after the date on which the plans are required to be aggregated. 20.6. Compensation Limit. Participants may not make elective deferrals with respect to amounts that are not 415 Compensation. However, for this purpose, 415 Compensation is not limited to the annual compensation limit of Code § 401(a)(17). 20.7. Correction. If the allocations to a Participant would otherwise exceed the limitations of Code section 415, then the amount of any excess shall be disposed of as follows: (a) Any Employee contributions made pursuant to Section 4.1 and 4.2, hereof, will be returned to the Participant; (b) If after the application of paragraph (a) an excess amount still exists, contributions made pursuant to Section 4.4 hereof and forfeitures, subject to the limitations of Section 20.1 hereof, shall be reallocated to the Accounts of the remaining Participants. To the extent that any contributions or forfeitures cannot be reallocated to a Participant’s Account because of the limitations of Section 20.1, they shall be placed in a suspense account for reallocation in later Plan Years. Notwithstanding any provision of the Plan to the contrary, if the annual additions (within the meaning of Code § 415) are exceeded for any Participant, then the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2006-27 or any superseding guidance, including, but not limited to, the preamble of the final §415 regulations. SECTION XXI - ROLLOVERS 21.1. Rollover A Participant may, with the approval of the Committee, transfer to this Plan all or part of a distribution received from another plan qualified under Section 401(a) or 403(a) of the Code, an annuity contract described in section 403(b) of the Code or an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state (hereinafter the “Other Plan”) provided:

69 (a) the transfer occurs on or before the sixtieth day following his receipt of the distribution from the Other Plan or, if such distribution had previously been deposited in an Individual Retirement Account (as defined in Section 408 of the Code), the transfer occurs on or before the sixtieth day following distribution from the Individual Retirement Account; and (b) no part of the amount being transferred was attributable to contributions made on behalf of the Participant while he was a key employee in a top heavy plan. (See definitions of “key employee” and “top-heavy plan” in Article XXII hereof.) An Employee may make a rollover pursuant to this Section although he has not yet met the Plan’s age and service requirements for participation in the Plan. In addition, subject to the terms of this Section 21, the Plan will accept a Participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income. The Plan will accept a rollover contribution to a Roth Rollover Contribution Account established or maintained on behalf of a Participant if it is a direct rollover from another Roth elective deferral account under an applicable retirement plan described in Section 402A(e)(1) of the Code, to the extent the rollover is permitted under the rules of Section 402(c) of the Code. 21.2. Plan to Plan Transfer In addition to a transfer pursuant to Section 21.1 hereof, a Participant may with the approval of the Committee transfer directly to this Plan any amounts held for him under any Other Plan. 21.3. Procedures The Committee shall develop such procedures, and may require such information from a Participant desiring to make a transfer pursuant to this Section as it deems necessary or desirable to determine that the proposed transfer will meet the requirements of this Section. Upon approval by the Committee, the amount being transferred shall be deposited in the Trust and allocated to the Participant’s Rollover Account. The Participant will be fully vested in the balance in his Rollover Account. SECTION XXII - TOP-HEAVY RESTRICTIONS 22.1. When Applicable (a) The provisions of this Article shall become effective in any Plan Year beginning after December 31, 1983 in which the Plan is a Top-Heavy Plan. The Plan shall be a Top-Heavy Plan if with respect to a Plan Year the Top-Heavy Ratio exceeds sixty percent (60%) and the Plan is not part of a required or permissive aggregation group of plans.

70 (b) If this Plan is a part of a required aggregation group of plans but not part of a permissive aggregation group and the Top-Heavy Ratio for the group of plans exceeds sixty percent (60%), the Plan will be Top-Heavy. If this Plan is a part of a required aggregation group and part of a permissive aggregation group of plans and the Top-Heavy Ratio for the permissive aggregation group exceeds sixty percent (60%), the Plan will be Top-Heavy. 22.2. Top Heavy Ratio For purposes of this Article, Top-Heavy Ratio shall mean the following: (a) If the Company or an Affiliated Company does not maintain a defined benefit plan that has or has had accrued benefits during the 5-year period ending on the Determination Date, the Top-Heavy Ratio is a fraction calculated as of the Determination Date, the numerator of which is the sum of the account balances for all Key Employees under this Plan and all other defined contribution plans maintained by the Company or an Affiliated Company, including account balances distributed in the 1-year period ending on the Determination Date (5- year period for a distribution made for a reason other than severance from employment, death or disability), and the denominator of which is the sum of all account balances under this Plan and such other plans on that date. Both the numerator and the denominator are adjusted to reflect any contributions that are due but unpaid as of the Determination Date. (b) If the Company or an Affiliated Company maintains one or more defined benefit plans that has or has had accrued benefits during the 5-year period ending on the Determination Date, the Top-Heavy Ratio is a fraction, the numerator of which is the sum of account balances for all Key Employees under this Plan and all other defined contribution plans sponsored by the Company or an Affiliated Company plus the present value of accrued benefits for Key Employees under the defined benefit plans sponsored by the Company or an Affiliated Company which cover a Key Employee. The denominator is the sum of the account balances under this Plan and such other defined contribution plans sponsored by the Company or an Affiliated Company plus the present value of accrued benefits under the defined benefit plans for all Participants. Both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution made in the 1-year period ending on the Determination Date (5-year period for a distribution made for a reason other than severance from employment, death or disability) and any contribution due but unpaid as of the Determination Date. For purposes of (a) and (b) above, the value of account balances and the present value of accrued benefits will be determined as of the Allocation Date that falls on the Determination Date. The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the Plan and any plan aggregated with the Plan under section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall

71 also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year. 22.3. Definitions The terms used in this Article, shall have the following meanings: (a) “Determination Date” with respect to any Plan Year shall mean the last day of the preceding Plan Year, or in the case of the first Plan Year, the last day of such Plan Year. “Key Employee” shall mean any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the determination date was an officer of the employer having annual compensation greater than the limit prescribed in section 416(i)(1) of the Code, as adjusted from time to time, which for 2025 is $230,000, a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder. (b) “Permissive Aggregation Group” shall mean the required aggregation group of plans plus any other plan or plans of the Company which, when considered as a group with the required aggregation group, would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code. (c) “Recognized Compensation” shall mean compensation as defined in Code Section 415(c)(3), including amounts that are contributed pursuant to a salary reduction agreement and which are excludible from the Employee’s gross income under Code Sections 125, 402(a)(8), 402(g)(3), 401(h), or 403(b) or 132(f). Recognized Compensation shall be limited to the amount prescribed under section 401(a)(17) of the Code which for 2025 is $350,000. (d) “Required Aggregation Group” shall mean: (1) each qualified plan of an Employer in which at least one Key Employee participates, and

72 (2) any other qualified plan of an Employer which enables a plan described in (1) to meet the requirements of Sections 401(a)(4) and 410 of the Code. 22.4. Top Heavy Limitations For any Plan Year in which the Plan is a Top-Heavy Plan, the limitations of this Article XXII shall apply to this Plan. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of section 401(m) of the Code. For any Plan Year in which the Plan is a Top-Heavy Plan, Section 9.2(d) shall be read by substituting the following table for the table that otherwise appears in that Section: YEARS OF SERVICE VESTED PERCENTAGE Less than 2 0% 2 but less than 3 20% 3 but less than 4 40% 4 but less than 5 60% 5 but less than 6 80% 6 or more 100% SECTION XXIII - MISCELLANEOUS 23.1. Fiduciary Duties In discharging their respective duties, the Trustee and the Committee shall act solely in the interests of the Participants and Beneficiaries of the Plan with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 23.2. Assignment of Accounts Prohibited No money or property in the hands of the Trustee and no benefits under this Plan or interest in the Trust shall be pledged, assigned, transferred, sold, or in any manner whatsoever anticipated, charged, or encumbered by a Participant or his Beneficiaries, or in any manner be

73 liable in the possession of the trustee for the debts, contracts, obligations or engagements of any person having an interest in the trust Fund, voluntary or involuntary, or for any claims, legal or equitable, against any such person. 23.3. Evidence of Actions Any decision of an Employer required in carrying out this Plan shall be evidenced by a resolution of its Board of Directors certified over the signature of its Secretary or Assistant Secretary under the corporate seal. 23.4. Restrictions Remain If this Plan ceases to be a leveraged employee stock ownership plan, qualifying employer securities acquired with the proceeds of a loan made pursuant to Section 4.14 will continue after the loan is paid to be subject to the restrictions contained in the Treasury Regulations governing leveraged employee stock ownership plans concerning certain puts, calls and other options. 23.5. No Contract of Employment Participation in this Plan shall not give any Participant the right to be retained in the service of an Employer, or any right or interest in this Plan other than as herein provided. 23.6. No Discrimination Where any action is to be taken by an Employer, the Committee or Trustee hereunder, it will be taken in a manner that will not discriminate in favor of stockholders, officers or highly-paid employees. 23.7. Controlling Law To the extent not superseded by ERISA, this Plan shall be construed, enforced and administered according to the laws of the State of Illinois. 23.8. Named Fiduciaries The “Named Fiduciaries” of this Plan are (1) the Employers, (2) the Committee, (3) the Trustee and (4) any Investment Manager appointed under the Trust. The Named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under this Agreement. No Named Fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset value. The Company shall be the “Plan Administrator” as defined in Section 414(g) of the Code. 23.9. Special Provisions for Participants in Qualified Military Service (a) Uniformed Services Employment and Reemployment Rights Act of 1994.

74 Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with §414(u) of the Code. (b) Qualified Reservist Distribution. Effective as of January 1, 2010, the Plan permits a Participant to elect a Qualified- Reservist Distribution as defined in this Section (b). A “Qualified Reservist Distribution” is any distribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals in a 401(k) plan; (ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the active duty period. (c) HEART Act. (1) Death benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while performing qualified military service (as defined in Code § 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed and then terminated employment on account of death. (2) Differential wage payments. For years beginning after December 31, 2008, (i) an individual receiving a differential wage payment, as defined by Code §3401(h)(2), is treated as an employee of the employer making the payment, (ii) the differential wage payment is treated as compensation, and (iii) the Plan is not treated as failing to meet the requirements of any provision described in Code §414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment. Section (iii) of this paragraph (2) applies only if all employees of the Employer performing service in the uniformed services described in Code §3401(h)(2)(A) are entitled to receive differential wage payments (as defined in Code §3401(h)(2)) on reasonably equivalent terms and, if eligible to participate in a retirement plan maintained by the employer, to make contributions based on the payments on reasonably equivalent terms (taking into account Code §§410(b)(3), (4), and (5)). (3) Severance from employment. For purposes of Code §401(k)(2)(B)(i)(I), an individual is treated as having been severed from employment during any period the individual is performing service in the uniformed services described in Code §3401(h)(2)(A). If an individual elects to receive a distribution by reason of severance from employment, death or disability, the individual may not make an elective deferral or employee contribution during the 6-month period beginning on the date of the distribution.

75 SECTION XXIV - DIRECTED INVESTMENT OF PARTICIPANTS’ CONTRIBUTIONS 24.1. Funds The Committee and the Trustee shall establish Funds as set forth in Section 8.1 hereof. The Trustee’s investment authority is more fully described in Sections Three and Four of the Trust. The income or loss of each Fund shall be credited to or charged against the accounts of Participants in the particular Fund. Each Participant shall elect on a form furnished by the Committee what percentage of his individual contribution made pursuant to Section 4.1 hereof shall be invested in each of these Funds. If a Participant fails to properly elect the Funds in which his individual contributions shall be invested, his individual contributions shall be invested in the default investment fund selected by the Committee in accordance with the rules governing qualified default investment alternatives under Department of Labor Reg. § 2550.404c-5, until such time as the Participant makes a proper election. 24.2. Change of Investment Election A Participant may elect to change his investment election between the Funds for future allocations to his account, subject to the following: (a) the election must be in whole percentages; (b) the election shall be effective as soon as administratively feasible on or after the business day on which the election is made; (c) to be effective, the election must be made in the manner provided by the procedures established by the Committee; and (d) with respect to Baseline Security Plan Transferred Accounts, no amounts may be allocated to the Old Republic Stock Fund, except as provided by Section 7.9(c). 24.3. Transfers Among Funds A Participant may elect to transfer all or part of the value of his accounts among the Funds, subject to the following: (a) the minimum amount of a transfer from any one Fund is the lower of $250 or the Participant’s total Fund balance; (b) a Participant’s transfers shall be effective as soon as administratively feasible on or after the business day on which the election is made; (b) to be effective, the transfers must be made in the manner provided by the procedures established by the Committee; and (d) a Participant shall not be allowed to make more than one transfer per month.

76 24.4. Election as to Future Contributions An election filed with the Committee pursuant to Section 24.3 hereof will not affect the future contributions of the Participant. Future contributions will be deposited and invested in accordance with the election under Section 24.1 hereof unless the Participant makes a change of election in accordance with Section 24.2 hereof. 24.5. Diversification Rules Pursuant to the Pension Protection Act of 2006 The provisions of this Section 24.5 are intended to comply with section 401(a)(35) of the Code as added by the Pension Protection Act of 2006. (a) Notwithstanding anything herein to the contrary, a Participant may elect to transfer to another Fund all or part of that portion of his Accounts that is attributable to contributions made to the Old Republic Employer Stock Fund on or after January 1, 2007, and earnings thereon. (b) Notwithstanding anything herein to the contrary, a Participant may elect to transfer to another Fund that portion of his Accounts that is attributable to contributions made to the Old Republic Employer Stock Fund on or before December 31, 2006, and earnings thereon, in accordance with the following schedule: Plan Year for Which Diversification Applies Applicable Percentage Eligible for Diversification Plan Year ending 12/31/07 33% Plan Year ending 12/31/08 66% Plan Year ending 12/31/09 100% (c) Notwithstanding anything herein to the contrary, a Participant who has attained age 55 by December 31, 2005, may elect to transfer to another Fund all or part of that portion of his accounts that is invested in the Old Republic Employer Stock Fund. (d) The diversification rights described in this Section 24.5 shall also apply to a Beneficiary with an account in the Plan, provided the Beneficiary is otherwise entitled to exercise the rights of the Participant with respect to the account and provided the Beneficiary is a Beneficiary of a deceased Participant or a Participant. (e) Notwithstanding anything herein to the contrary, a Participant may elect to transfer back to the Old Republic Employer Matching Stock Fund those amounts transferred out of the Old Republic Employer Matching Stock Fund in accordance with this Section 24.5, and earning thereon.

77 (f) The diversification rights described in this Section 24.5 shall be subject to all the limitations on transfers contained in this Article XXIV, including the limitations described in Section 24.3 hereof. 24.6. Procedures From time to time, the Committee in its discretion shall establish procedures and forms to implement this Section.

78 SECTION XXV -PLAN LOANS 25.1. Plan Loans. The Plan authorizes the Trustee to make loans on a nondiscriminatory basis to a Participant who is employed by an Employer in accordance with the written loan policy established by the Committee, provided—(i) the loan policy requires that loans satisfy the exempt loan requirements of Code Section 72(p)(2); (ii) the loan policy satisfies the requirements of Section 25.2; (iii) loans are available to all Participants on a reasonably equivalent basis and are not available in a greater amount for Highly Compensated Employees than for other Employees; (iv) any loan is adequately secured and bears a reasonable rate of interest; (v) the loan provides for repayment within a specified time; (vi) the default provisions of the note prohibit offset of the Participant’s vested Account balance prior to the time the Account otherwise becomes distributable; and (vii) the loan otherwise conforms to the exemption provided by Code Section 4975(d)(1). This Section does not impose any restrictions on the class of Participants eligible for a loan from the Plan other than the requirement that a Participant is currently employed by an Employer. 25.2. Loan Policy. The loan policy must be a written document and must include the following: (i) the identity of the person or positions authorized to administer the Participant loan program; (ii) a procedure for applying for the loan; (iii) the criteria for approving or denying a loan; (iv) the limitations, if any, on the types and amounts of loans available; (v) the procedure for determining a reasonable rate of interest; (vi) the types of collateral that may secure the loan; and (vii) the events constituting default and the steps the Plan will take to preserve Plan assets in the event of default. This Section specifically incorporates any written loan policy adopted by the Committee as part of this Plan. 25.3. Special Rules under USERRA for Loan Repayments. Loan repayments will be suspended under this Plan, as permitted under Code Section 414(u)(4), on behalf of those Participants who are on an “authorized leave of absence” pursuant to qualified military service. 25.4. RMIC Plan Loans. Prior to January 1, 2022, the RMIC Plan permitted Participant loans. Participants were permitted to borrow a maximum amount equal to the lesser of $50,000 or 50% of his or her vested account balance. Participants were not permitted to have more than two (2) loans at one time. The maximum term of a loan was five years. At the time the RMIC Plan merged into the Plan, all former participants of the RMIC Plan who had outstanding loan balances either repaid or terminated such loans at the time of the merger. As a result, no loans were merged into the Plan. * * * * *

80 Appendix A Affiliated Companies Participating in the Plan as of January 1, 2025 • BITCO Construction Group, Inc. • BITCO Corporation and its subsidiaries • Employers General Insurance Group, Inc. and its subsidiaries • Great West Casualty Company, including entities whose employees are on a master payroll through Great West Casualty Company o Joe Morten & Son, Inc. • Old Republic Agribusiness Underwriters, Inc. • Old Republic Financial Acceptance Corporation • Old Republic General Insurance Corporation • Old Republic General Services, Inc., including entities whose employees are on a master payroll through ORGS: o Old Republic Accident & Health, Inc. o Old Republic Aerospace, Inc. o Old Republic Allied Management Company o Old Republic Asset Management Corporation o Old Republic Excess & Surplus, Inc. o Old Republic General Insurance Group, Inc. o Old Republic Inland Marine, Inc. o Old Republic Lawyers Specialty Insurance, Inc. o Old Republic Professional Liability, Inc. o Old Republic Residual Market Services, Inc. o Old Republic Risk Management, Inc. o Old Republic Specialty Insurance Underwriters, Inc. • Old Republic Home Protection Company • Old Republic Insurance Company • Old Republic Insured Automotive Services • Old Republic International Corporation • Old Republic Life Insurance Company • Old Republic National Title Holding Company and its subsidiaries • Old Republic RE, Inc. • Old Republic Specialty Insurance Company • Old Republic Surety Group, Inc. and its subsidiaries • Old Republic Title Tech Companies, Inc. • Pennsylvania Manufacturers’ Association Insurance Co. • PMA General Services, Inc. • PMA Companies, Inc. o The PMA Insurance Group o PMA Management Corp. o PMA Management Corp of New England • Republic Credit Indemnity Companies, Inc. and its subsidiaries • Republic Financial Indemnity Group, Inc.