income (excluding both realized and unrealized investment gains or losses) by shareholders’ equity) over the three-year performance period, of 6% (threshold), 12% (objective), 18% (maximum) (50% weighting) and (ii) 3-Year Book Value Annual Compound Total Return Per Share (including dividends), which reflects the total return per share over the three-year performance period, of 6% (threshold), 12% (objective), 18% (maximum) (50% weighting). The number of shares of Common Stock earned under the PSUs will depend on the level of achievement (threshold, objective, or maximum) of the performance objectives over the performance period, subject to the weighting criteria referenced above. Less than threshold will earn 0%, meeting the threshold will earn 50%, meeting the objective will earn 100% and meeting or exceeding the maximum will earn 200%, with achievement levels between the threshold and the maximum interpolated accordingly. Any dividend equivalent rights and fractional shares are paid in cash.
After the three-year performance period, the Compensation Committee will determine the level of achievement of the PSUs. Within 90 days after the date the Compensation Committee certifies the level of achievement, any vested PSUs will be paid in Common Stock and any associated dividend equivalents will be paid in cash.
The named executive officers received the following number of PSUs (target): Craig R. Smiddy, 82,192; Frank J. Sodaro, 24,789; W. Todd Gray, 29,277; Carolyn Monroe, 26,055; and Stephen J. Oberst, 33,140.
Options
The options under the 2025 Stock Option Award Agreements vest in equal installments over three years, subject to continued employment with the Company.
The named executive officers received the following number of Options: Craig R. Smiddy, 142,857; Frank J. Sodaro, 43,086; W. Todd Gray, 50,886; Carolyn Monroe, 45,286; and Stephen J. Oberst, 57,600.
Effect of Separation from Service
With respect to the RSUs and the Options, in the event of the executive’s separation from service for any reason prior to vesting, all awards held by the executive shall be automatically forfeited by the executive as of the date of termination, unless such termination was due to the executive’s retirement due to Disability or death. In addition, if the executive retires in good standing on or after attaining age 65 and with 10 years of service with the Company and/or its operating companies, the awards will continue to vest for the remainder of the three-year period, subject to the executive’s ongoing compliance with any restrictive covenants contained in any agreement with, or any plan, policy, or program of, the Company and/or its operating companies.
With respect to the PSUs, in the event of the executive’s separation from service for any reason prior to the end of the performance period, all PSUs held by the executive shall be automatically forfeited by the executive as of the date of termination, unless such termination was due to the executive’s retirement due to Disability, death, or the executive retires in good standing on or after attaining age 65 and with 10 years of service with the Company and/or its operating companies, in which event, the grantee will continue to be eligible to vest in the PSUs, depending upon the achievement of the performance as determined after the end of the performance period and subject to the executive’s ongoing compliance with any restrictive covenants contained in any agreement with, or any plan, policy, or program of, the Company and/or its operating companies.
In addition, the 2022 Incentive Compensation Plan contains additional terms regarding the treatment of a RSU, PSU, or Option award upon a change of control of the Company.
ORI 401(k) Savings and Profit Sharing Plan
The 401(k) Plan, which has been in place since 1978 and was originally called the Old Republic International Corporation Employees Saving and Stock Ownership Plan, is intended to encourage all of ORI’s eligible employees to save in a potentially tax-advantaged manner and benefit from Company matching contributions in the form of ORI Common Stock to build a stake in the Company’s business. At March 1, 2026, the 401(k) Plan held approximately 7.3% of ORI’s Common Stock.
