ORI · Old Republic International Corp · Financials

On May 13, 2026 Old Republic International Corporation (the “Company”) priced a registered underwritten public offering of 5.700% Senior Notes due 2036 in the aggregate principal amount of $700,000,000 (the “Notes”) to be sold pursuant to an underwriting agreement that was entered into among the Company, and Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein, dated May 13, 2026 (the “Underwriting Agreement”).

Issuer evidence: On May 13, 2026 Old Republic International Corporation (the “Company”) priced a registered underwritten public offering of 5.700% Senior Notes due 2036 in the aggregate principal amount of $700,000,000 (the “Notes”) to be sold pursuant to an underwriting agreement that was entered into among the Company, and Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein, dated May 13, 2026 (the “Underwriting Agreement”).

Supporting evidence: The Notes bear interest at a rate of 5.700% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on June 1, 2036, unless earlier repurchased by the Company.

Supporting evidence: On May 13, 2026 Old Republic International Corporation (the “Company”) priced a registered underwritten public offering of 5.700% Senior Notes due 2036 in the aggregate principal amount of $700,000,000 (the “Notes”) to be sold pursuant to an underwriting agreement that was entered into among the Company, and Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as representatives of the several underwriters named therein, dated May 13, 2026 (the “Underwriting Agreement”).

The aggregate principal amount of the Notes that may be initially authenticated and delivered under the Indenture shall be $700,000,000. The Company may, without the consent of the Holders of the Notes, hereafter issue additional notes (“**Additional Notes**”) under the Indenture with the same terms and with the same CUSIP number as the Notes issued on the date of this Ninth Supplemental Indenture (the “**Initial Notes**”) in an unlimited aggregate principal amount; *provided* that such Additional Notes shall be fungible for U.S. federal income tax purposes with the Initial Notes. Any such Additional Notes shall constitute a single series together with the Initial Notes for all purposes hereunder, including, without limitation, for purposes of any waivers, supplements or amendments to the Indenture requiring the approval of Holders of the Notes and any offers to purchase the Notes.

Issuer evidence: NINTH SUPPLEMENTAL INDENTURE, dated as of May 18, 2026 (this “**Ninth Supplemental Indenture**”), between Old Republic International Corporation, a Delaware corporation (the “**Company**,” which term includes any successor Person under the Indenture hereinafter referred to), and Wilmington Trust Company, a Delaware trust company, as trustee (the “**Trustee**”) under the Indenture dated as of August 15, 1992, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “**Original Indenture**”).

Supporting evidence: The Notes shall be substantially in the form set forth in Exhibit A attached hereto, which is incorporated herein and made part hereof. The Stated Maturity of the principal amount of the Notes shall be June 1, 2036 (the “**Stated Maturity**”). The Company will issue the Notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Supporting evidence: The Company shall pay interest on the aggregate principal amount of the Notes at 5.700% per annum until the principal amount of the Notes is paid or made available for payment. The Company shall pay interest, semi-annually in arrears on June 1 and December 1 of each year (each an “**Interest Payment Date**”), commencing December 1, 2026, to the Persons in whose names the Notes are registered at the close of business on the Regular Record Date for such interest, which shall be May 17 or November 16 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from May 18, 2026. The Company will pay interest on overdue principal, and, to the extent lawful, on overdue interest, in each case at a rate of 5.700% per annum.

Supporting evidence: WHEREAS, all requirements necessary to make (i) this Ninth Supplemental Indenture a valid instrument in accordance with its terms, and (ii) the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been performed, and the execution and delivery of this Ninth Supplemental Indenture have been duly authorized in all respects.

Supporting evidence: Pursuant to the terms hereof and Sections 201 and 301 of the Indenture, the Company hereby creates a series of Securities designated as the “5.700% Senior Notes due 2036” (the “**Notes**”), which Notes shall be deemed “Securities” for all purposes under the Indenture.