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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) December 13, 2024

OLD REPUBLIC INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 001-10607 36-2678171
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
307 North Michigan AvenueChicagoIllinois60601
(Address of principal executive offices) (Zip Code)
(312)346-8100
(Registrant’s telephone number, including area code)
N /A
(Former name or former address, if changed since last report)

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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock / $1 par valueORINew York Stock Exchange

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

On December 13, 2024, the Board of Directors of Old Republic International Corporation (the “Company”) declared a special cash dividend of $2.00 per common share to be paid on January 15, 2025 to shareholders of record on January 3, 2025. Also on December 13, 2024, the Company issued a press release announcing this action. The full text of this press release is included as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.Description
104Cover 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.
 
 
OLD REPUBLIC INTERNATIONAL CORPORATION
Registrant
Date: December 13, 2024
By: /s/   Thomas A. Dare   
Thomas A. Dare
Senior Vice President,
Secretary and General Counsel


NEWS RELEASE At Old Republic: At Financial Relations Board: Craig R. Smiddy: President and Chief Executive Officer Analysts/Investors: Joe Calabrese 212/827-3772 OLD REPUBLIC ANNOUNCES SPECIAL DIVIDEND CHICAGO – December 13, 2024 – Old Republic International Corporation (NYSE: ORI) – today announced its Board of Directors has declared a special cash dividend of $2.00 per share. This special dividend is payable on January 15, 2025 to shareholders of record on January 3, 2025 and will return approximately $500 million to shareholders. In the fourth quarter to date, Old Republic has purchased $174 million under a $1.1 billion share repurchase authorization approved by the Board on February 29, 2024, of which approximately $240 million remains available. Under the share repurchase program, Old Republic may continue to purchase shares on a discretionary basis from time to time through open market purchases, private negotiated transactions or other means. In reaching its decision to declare the special dividend, the Board of Directors evaluated such factors as the current and foreseeable liquidity and capital needs of the parent holding company and its insurance company subsidiaries. Craig R. Smiddy, President and CEO, commented, “Old Republic continues to perform at a high level, generating excess capital that can be returned to shareholders. Today’s announcement of a $2.00 special dividend complements our ongoing share repurchase programs that in the last two and a half years have returned over $1.7 billion to shareholders and reduced shares outstanding by over 20%. These actions reflect the strength of our balance sheet and continued confidence in the growth and earnings potential of our diversified portfolio of specialty insurance businesses.” Since December 31, 2019, Old Republic has returned over $4 billion to shareholders through share repurchases and regular and special cash dividends. Its current annualized regular cash dividend rate of $1.06 per share represents an 8.2% increase from 2023, marks the 43rd consecutive year that Old Republic has increased its regular cash dividend, and the 83rd year of uninterrupted regular cash dividend payments. 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. Old Republic’s general insurance business ranks among the nation’s 50 largest, while its title insurance business is the third largest in its industry. 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

 
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Cover Page
Dec. 13, 2024
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Document Type 8-K
Document Period End Date Dec. 13, 2024
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Entity File Number 001-10607
Entity Central Index Key 0000074260
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Entity Tax Identification Number 36-2678171
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Trading Symbol ORI
Entity Registrant Name OLD REPUBLIC INTERNATIONAL CORPORATION
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