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) March 30, 2020

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

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

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

☐ 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

Old Republic International Corporation (“ORI” or the “Company”) today announced that its Employee Savings & Stock Ownership Plan (“ESSOP”) had completed open market purchases of 3,337,000 shares of the Company’s common stock. The purchases were made at an average price of $14.98 per share or the total of $50 million originally planned. The actual number of shares purchased was approximately 11.2% greater than the contemplated 3 million share acquisition announced on March 12, 2020. The greater acquired number of shares reflected a lower average price per share due to market conditions that prevailed during the March 12, 2020 to March 27, 2020 acquisition period.

As of December 31, 2019, the ESSOP held approximately 15.3 million ORI common shares or approximately 5.1% of all shares then outstanding. The ESSOP now owns approximately 18.7 million ORI common shares or approximately 6.2% of all currently outstanding common shares.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 News Press Release dated March 30, 2020

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.

		Exhibit

NEWS RELEASE

Further Information Contacts:

AT OLD REPUBLIC:    AT FINANCIAL RELATIONS BOARD:

Craig R. Smiddy: President & CEO    Analysts/Investors: Marilynn Meek

(312) 346-8100    (212) 827-3773

OLD REPUBLIC COMPLETES STOCK PURCHASE BY ITS ESSOP

CHICAGO – March 30, 2020 – Old Republic International Corporation (NYSE: ORI) today reported that its Employee Savings & Stock Ownership Plan (“ESSOP”) had completed open market purchases of 3,337,000 shares of the Company’s common stock. The purchases were made at an average price of $14.98 per share or the total of $50 million originally planned. The actual number of shares purchased was approximately 11.2% greater than the contemplated 3 million share acquisition announced on March 12, 2020. The greater acquired number of shares reflected a lower average price per share due to market conditions that prevailed during the March 12, 2020 to March 27, 2020 acquisition period.

As of December 31, 2019, the ESSOP held approximately 15.3 million ORI common shares or approximately 5.1% of all shares then outstanding. The ESSOP now owns approximately 18.7 million ORI common shares or approximately 6.2% of all currently outstanding common shares.

About Old Republic

Chicago-based Old Republic International Corporation is one of the nation’s 50 largest publicly held insurance enterprises. 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 since 2012. Old Republic’s general insurance business ranks among the nation’s 50 largest, while its title insurance operations are the third largest in its industry.

The nature of Old Republic’s business requires that it be managed for the long run, and its cash dividend policy reflects that long-term orientation. The current annualized dividend rate of $0.84 per share marks the 39th consecutive year that Old Republic has boosted this rate, and 2020 becomes the 79th 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.

According to the most recent edition of Mergent’s Dividend Achievers, Old Republic is listed in 62nd place among just 111 qualifying publicly held companies, out of thousands considered, that have posted at least 25 consecutive years of annual dividend growth.