ori-20220818

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: (Date of earliest event reported) August 18, 2022

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 Avenue

Chicago

Illinois

60601

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock / $1 par value

ORI

New 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 7.01. Regulation FD Disclosure

At its quarterly meeting held on August 18, 2022, the Board of Directors of Old Republic International Corporation (the “Board of Directors”) declared a regular quarterly cash dividend of $0.23 per common share to be paid on September 15, 2022 to shareholders of record on September 1, 2022. On August 19, 2022, Old Republic International Corporation (the “Company”) issued a press release announcing this regular cash dividend. The full text of this press release is included as Exhibit 99.1 hereto.

At this meeting, the Board of Directors also authorized a $450 million share repurchase program, and declared a special, one-time cash dividend of $1.00 per share to be paid on September 15, 2022 to shareholders of record on September 1, 2022. On August 19, 2022, the Company issued a press release announcing these actions. The full text of this press release is included as Exhibit 99.2 hereto.

The information provided pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Description

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 19, 2022	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 CEO Analysts/Investors: Joe Calabrese 212/827-3772 OLD REPUBLIC DECLARES THIRD QUARTER REGULAR CASH DIVIDEND OF 23 CENTS PER SHARE CHICAGO – August 19, 2022 – Old Republic International Corporation (NYSE: ORI) — today announced its Board of Directors has declared a regular quarterly cash dividend on its common stock of 23 cents per common share. This dividend is payable on September 15, 2022 to shareholders of record on September 1, 2022. Subject to quarterly Board approval, the full year’s cash dividend is projected to be 92 cents per share for 2022, compared to 88 cents paid in 2021. The current annualized regular dividend rate of 92 cents per share marks the 41st consecutive year that Old Republic has boosted this rate, and 2022 becomes the 81st 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

NEWS RELEASE At Old Republic: At Financial Relations Board: Craig R. Smiddy, President and CEO Analysts/Investors: Joe Calabrese 212/827-3772 OLD REPUBLIC ANNOUNCES SHARE REPURCHASE AUTHORIZATION AND SPECIAL DIVIDEND CHICAGO – August 19, 2022 – Old Republic International Corporation (NYSE: ORI) – today announced its Board of Directors has authorized a $450 million share repurchase program and a special, one-time cash dividend of $1.00 per share. This special dividend is payable on September 15, 2022 to shareholders of record on September 1, 2022. With 309 million shares outstanding at June 30, 2022, the return of capital authorized by the Board through these actions totals approximately $760 million. Under the share repurchase program, Old Republic may purchase shares on a discretionary basis from time to time through open market purchases, private negotiated transactions or other means. The timing and amount of any transactions will be conducted subject to the discretion of Old Republic based upon valuation, market conditions and other considerations. Old Republic may also from time to time repurchase shares pursuant to written, pre- arranged Rule 10b5-1 plans, which will be established and conducted in accordance with applicable regulations. The repurchase program is intended to comply with Rule 10b-18 and has no expiration date, does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice. In reaching its decision to authorize the share repurchase program and the special cash 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, a testament to our talented associates executing on our specialty, diversified business strategy. Today’s announcement by our Board continues a long history of prudent capital management and reflects our Board’s confidence in the strength of our earnings and cash flow.” Since December 31, 2016, Old Republic will now have declared regular and special cash dividends of approximately $3.0 billion. The current annualized regular dividend rate of 92 cents per share marks the 41st consecutive year that Old Republic has boosted this rate, and 2022 becomes the 81st 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