8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:  (Date of earliest event reported) August 12, 2021

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 140.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

At its quarterly meeting held on August 12, 2021, the Board of Directors of Old Republic International Corporation declared a special, one-time cash dividend of $1.50 per common share to be paid on October 6, 2021 to shareholders of record on September 15, 2021.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 News Release datedAugust 13, 2021

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

newsrelease-specialdivid

NEWS RELEASE At Old Republic: At Financial Relations Board: Craig R. Smiddy, President and CEO Analysts/Investors: Joe Calabrese 212/827-3772 Old Republic Declares A Special, One-Time Cash Dividend of $1.50 Per Share CHICAGO – August 13, 2021 -- Old Republic International Corporation (NYSE: ORI) today announced its Board of Directors has declared a special, one-time cash dividend of $1.50 per share. The dividend will be paid on October 6, 2021 to shareholders of record on September 15, 2021. In reaching its decision the Board of Directors evaluated such critical factors as: · The current capital position and foreseeable capital needs of the insurance underwriting subsidiaries to which substantially all of the Company’s financial resources are committed, and · The parent holding company’s current liquidity, and short to intermediate term expectations for same. In these lights the Board of Directors concluded that current liquidity is sufficient to allow the payment of this one-time special dividend in a fair and equitable manner to all shareholders of record. Since December 31, 2016, the Board of Directors will now have declared regular and special cash dividends of nearly $2.4 billion or approximately 72% of the Company’s total earnings. Over that same period, Old Republic’s shareholders equity account has nonetheless grown by nearly 52% principally through retained earnings, a moderate capital raise, and market appreciation of the Company’s fixed maturity and common stock investment portfolios. About Old Republic Chicago-based Old Republic International Corporation is one of the nation's 50 largest shareholder-owned insurance businesses. It is a member of the Fortune 500 listing of America’s largest companies. The Company is organized as an insurance holding company whose subsidiaries actively market, underwrite, and provide risk management services for a wide variety of coverages mostly in the general and title insurance fields. A long-term interest in mortgage guaranty and consumer credit indemnity coverages has devolved to a run-off operating mode in recent years. Old Republic’s general insurance business ranks among the nation’s 50 largest, while its title insurance operations are the third largest in its industry. The nature of Old Republic's business requires that it be managed for the long run. Its consistent and reliable cash dividend policy reflects this long-term orientation. The current annualized dividend rate of $0.88 per share marks the 40th consecutive year that Old Republic has boosted this rate, and 2021 becomes the 80th year of uninterrupted regular cash dividend payments. Here's a summary of recent years' total book and market returns, which includes the addition and reinvestment of cash dividend payments, in comparison with the financial performance of three selected indices similarly developed. ORI Selected Indices' Compounded Annual Annual Total Annual Returns Book Value Market Value Nominal S & P Compounded Compounded Gross S & P P&C Total Total Domestic 500 Insurance Return Return Product Index Index Ten Years 2001 – 2010 8.0% 1.9% 3.9% 1.4% 1.0% Ten Years 2011 – 2020 8.8% 9.9% 3.3% 13.9% 14.3% Twenty Years 2001 – 2020 8.4% 5.8% 3.6% 7.5% 7.4% First Six Months 2020 – only 0.6% -25.4% -10.2% -3.1% -13.5% First Six Months 2021 – only 11.0% 35.8% 5.1%* 15.2% 8.9% *Estimated For Old Republic’s latest news releases and other corporate documents: Please visit us at www.oldrepublic.com Alternatively, please write or call: Investor Relations Old Republic International Corporation 307 North Michigan Avenue, Chicago, IL 60601 (312) 346-8100