680223AH7 Filings — Old Republic International Corp - FilingSpy
680223AH7
Old Republic International Corp
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A specialty insurer that protects people in two very different ways: it underwrites commercial coverage like trucking and liability policies for businesses, and it's one of the largest U.S. title insurers, verifying property ownership so home and commercial real estate deals close safely. Founded in 1923 as the Garfield Casualty Company, it took the name "Old Republic" in 1930 to evoke tradition and stability, though its title arm traces back to 1907. Its corporate mantra is "Managing for the long run," a nod to its habit of judging performance over decades rather than quarters.
Old Republic to acquire ECM Group after members approve conversion; stock offering raised ~$24.7M
On June 30, 2026, ECM members approved the conversion of Everett Cash Mutual Insurance Co. to a stock insurer named ECM Insurance Company and its acquisition by Old Republic International Corporation.
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Old Republic completed a subscription offering of its common stock to certain ECM members, employees, and non-employee directors, receiving approximately $24,667,369.
Shares were sold at $25.8025 each, a 35% discount to the 10-trading-day volume-weighted average price of $39.6961 ending June 29, 2026.
Upon filing ECM's amended charter with Pennsylvania on July 1, 2026, Old Republic will deliver up to 955,903 shares and complete the acquisition.
The transaction was disclosed under Item 7.01 Regulation FD and Item 9.01, with the press release attached as Exhibit 99.1.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Old Republic shareholders elect directors and approve KPMG and executive compensation at 2026 annual meeting
Proposal 1: Barbara A. Adachi and Craig R. Smiddy were elected as directors; Adachi received 174,188,935 for and 13,143,343 against, Smiddy received 186,719,862 for and 707,003 against.
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Annual Meeting of Shareholders held on May 21, 2026, with three proposals voted on.
Proposal 2: Ratification of KPMG LLP as independent registered public accounting firm for 2026 was approved with 219,756,934 for, 1,135,237 against, and 271,768 abstentions.
Proposal 3: Advisory vote to approve executive compensation was approved with 185,114,374 for, 1,873,740 against, and 622,948 abstentions.
Report filed under Item 5.07 (Submission of Matters to a Vote of Security Holders) and Item 9.01 (Financial Statements and Exhibits).
5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits
Old Republic prices $700M 5.700% Senior Notes due 2036 in public offering
The Notes were sold under an underwriting agreement dated May 13, 2026, with Morgan Stanley & Co. LLC and PNC Capital Markets LLC as representatives of the underwriters.
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On May 13, 2026, Old Republic International Corporation priced a registered underwritten public offering of $700,000,000 aggregate principal amount of 5.700% Senior Notes due 2036.
The Notes bear interest at 5.700% per annum, payable semi-annually on June 1 and December 1, beginning December 1, 2026, and mature on June 1, 2036.
The Notes are issued under a base indenture dated August 15, 1992, as supplemented by a ninth supplemental indenture dated May 18, 2026, with Wilmington Trust Company as trustee.
The Notes are redeemable prior to March 1, 2036 at a make-whole redemption price, and at par plus accrued interest on or after that date.
1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits
Old Republic reports Q4 2025 net income of $206.3 million, up from $105.1 million year-over-year.
Net operating income (excluding investment gains/losses) was $184.7 million, or $0.74 per diluted share, down from $227.0 million, or $0.90 per share, a year ago.
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Fourth quarter 2025 net income was $206.3 million, compared to $105.1 million in the prior-year quarter.
Consolidated net premiums and fees earned rose 9.8% to $2.1 billion, and net investment income increased 7.9% to $183.8 million.
The consolidated combined ratio was 96.0% for the quarter, versus 92.7% in the prior-year period.
Book value per share was $24.21 at December 31, 2025, up 6.0% from $22.84 at year-end 2024.
2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits