ORI 10-K & 10-Q changes, risk factors and insider trading

Moreover, for long-tail coverages which generally include workers' compensation, commercial auto liability, general liability, errors and omissions (E&O) and directors’ and officers' (D&O) liability, as well as title insurance, significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to the Company, and the payment of that loss. The length of time required to ultimately settle long-tailed claims and the costs associated with resolving these claims, coupled with uncertain and sometimes variable judicial rulings on coverage and policy allocation issues, along with the possibility of legislative actions, makes reserving for these exposures highly uncertain and creates a risk of possibly adverse developments in both known and yet unknown claims.

The Company has credit risk with counterparties associated with investments, premiums receivable, and reinsurance recoverables. The Company’s subsidiaries have significant business relationships with financial institutions, particularly national banks. To secure the obligations of the insureds and certain reinsurers, the insurance subsidiaries are often the beneficiaries of a significant amount of security in the form of letters of credit, trust funds, and pledged investments. Other banks serve as depositories holding large sums of money in escrow accounts established by the Company's Title Insurance subsidiaries. Accordingly, there is a risk of concentrated financial exposure in one or more such commercial banking institutions. These counterparties may default on their obligations to the Company due to bankruptcy, insolvency, lack of liquidity, adverse economic conditions, operational failure, fraud, government intervention and other reasons. If any of these institutions fail or are unable to honor their credit obligations, or if escrowed funds becomeare lost or tiedbecome upinaccessible due to the failure of a bank, the result could have a materially adverse effect on the Company’s business, results of operations, and financial condition.

The payment of dividends by the Company’s insurance subsidiaries is restricted by state insurance laws or subject to approval of the insurance regulatory authorities in the jurisdictions in which the subsidiaries are domiciled. These authorities recognize only statutory accounting practices for determining financial position,condition, results of operations, and the ability of an insurer to pay dividends to its shareholders. The specific rules governing the payment of dividends by the Company’s insurance subsidiaries vary from jurisdiction to jurisdiction. The Company’s insurance subsidiaries are domiciled in many different jurisdictions. Generally, the insurance subsidiaries are prohibited from paying dividends to the holding company in excess of either the greater or lesser of (depending upon the state involved) 10% of statutory surplus or a portion of statutory net income without the prior approval of the applicable insurance regulatory authority. Dividends declared during the fiscal years ended December 31, 2025, 2024, 2023, and 20222023 to the holding company by its subsidiaries amounted to $719.5, $645.7, $673.3, and $614.6,$673.3, respectively. There can be no assurance that the Company’s subsidiaries will be able to continue to pay such dividends to the Company in the future. If the Company’s subsidiaries are unable to pay dividends to the holding company in amounts necessary to satisfy existing obligations, the Company’s ability to service its debt and pay dividends to its shareholders would be adversely affected.

The Company depends upon technology-based information systems to conduct business. The Company uses computer systems and other electronic information resources, including both proprietary and third-party technology systems and tools, to process, transmit, receive, and store certain personal, confidential, and proprietary information; to communicate with customers, service providers and other third parties by email and other electronic means; and to perform various business operations, including transferring significant amounts of funds using electronic means.

The Company’s systems and processes and those of the Company's service providers have been, and will likely remain, subject to cyber-attacks and other intrusions. These attacks are occurring with greater frequency and sophistication, and include ransomware and other malware and computer virusviruses attacks,designed ransomware,to provide attackers with unauthorized access,access misuse,to, denial-of-serviceor attacks,misuse systemor failuresdisruption of, information systems of the Company and disruptions.its service providers. A future breach of the Company’s systems or the systems of athe Company, or its third-party vendorvendors or servicesservice providerproviders, could result in the exposure of information processed by or on behalf of the Company to unauthorized access, misuse or loss, and disrupt the Company’s ability to conduct business operations. During such an event, systems may be inaccessible to employees, service providers, customers, or business partners for an extended period of timetime, anddisrupting employeesthe mayability beof unablethe Company to performconduct their duties.business. These attacks could expose the Company to substantial costs and negative consequences, including the loss of funds, costs of investigation and remediation, lost revenues, reputational damage, and reputationallosses damage.related to enforcement actions and litigation.

In addition, the email and computer systems used by the Company, its service providers, and agents for the transfer of funds have been subject to fraudulentphishing and spoofing attacks.attacks designed to fraudulently direct the transfer of funds or information to an attacker. These attacks have been widely reported to involve the use of AI by attackers in order to increase their effectiveness. In some cases, unauthorized access or fraudulent transfers resulting from these attacks have not been immediately detected, thereby potentially increasing the severity of the incident. Funds transferred to a fraudulent recipient are not always recoverable and the Company may be liable for those unrecovered funds. Losses resulting from unrecovered funds could result in a material adverse effect on the Company’sCompany's financial condition and results of operations.

Old Republic regularly monitors its networks, infrastructure and procedures in an effort to prevent, detect, address, and mitigate these risks. There is no assurance that the Company’s security proceduressafeguards will provide fully effective protection from such events. A cybercyber-attack or incident related to fraudulent transfers of funds or fraud attackinformation could have a material adverse effect on the Company’s business, financial condition, and results of operations.

Furthermore, Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as lawsthe enactedrequirements byof various regulatory organizations or exchanges relating to the privacy and security of the information of clients,customers, employees, or others. These lawsrequirements, andwhich regulationschange frequently, are increasing in complexity and number, change frequently, and sometimesare conflict.often inconsistent. The compromise of personal, confidential, or proprietary information could expose the Company to liability underfrom federalthese legal and stateregulatory laws,requirements, subject it to litigation and investigations, and result in financial and reputational harm, which could have a material adverse effect on the Company’s business, financial condition, and results of operations.

The use by businesses, including the Company, of AI and machine learning technologies such as generative AI continues to develop with increasing complexity and changes in the nature of technology. Laws and regulations related to AI are evolving, and there is uncertainty as to potential adoption of new laws and regulations and the application of existing laws and regulations to the use of AI. Old Republic’s businesses must comply with laws and regulations enacted by U.S. federal and state governments, as well as lawsrequirements enacted byof various regulatory organizations or exchanges relating to the use of AI. Certain decisions made by Old Republic’s businesses using AI must comply with the legal and regulatory standards that apply to these decisions, including unfair trade practice laws. These standards require, at a minimum, that decisions made by Old Republic’s businesses are not inaccurate, arbitrary, capricious, or unfairly discriminatory. Compliance with these standards is required regardless of the tools and methods Old Republic uses to make such decisions. In the absence of proper controls, AI has the potential to increase the risk of inaccurate, arbitrary, capricious, or unfairly discriminatory outcomes for consumers. The changing legislative and regulatory environment, an inability to develop appropriate governance and controls, or a lack of internal product or engineering expertise could lead to adverse consequences and subject the Company to competitive harm, legal liability, heightened regulatory scrutiny, and brand or reputational harm.

Like other large insurance companies, Old Republic continually faces risks associated with litigation of various types, including claims litigation arising in the ordinary course, corporate litigation, and disputes relating to bad faith allegations. Any of this litigation could result in the Company incurring losses in excess of policy limits. The Company typically is a party to a variety of litigation matters throughout the year. Litigation is subject to inherent uncertainties, and if there were an outcome unfavorable to the Company, there exists the possibility of a material adverse impact on its results of operations and financial positioncondition in the period in which the outcome occurs. Even if an unfavorable outcome does not materialize, the Company still may face substantial expense and disruption associated with the litigation.

If the Company’s investments in new underwritingoperating subsidiariescompanies are unsuccessful, the Company’s expectations for top- and bottom-line growth may not be met.

A significant component of the Company’s growth strategy includes the successful investment in new specialized insurance businesses focused on specialty niches. The Company makes upfront investments to build these new ventures and additional expenditures are required to support them as they seek to grow to scale. These new underwritingoperating subsidiariescompanies may not meet the Company's growth and profitability targets, and given the start-up nature of these new businesses, there is a risk that the Company could suffer the loss of all or a significant portion of its capital investments.

State insurance departments also conduct periodic examinations of the conduct and affairs of insurance companies and require the filing of annual, quarterly, and other reports relating to financial condition, holding company issues, and other matters. At any given time, governmental agencies are examining or investigating certain of the Company’s operations. These include examinations or investigations of market conduct, competitive practices, and other regulatory compliance matters. Changes in the level of regulation of the insurance industryindustry, or changes in laws or regulations themselvesthemselves, or interpretations by governmental or regulatory authorities could adversely affect the Company’s ability to operate its business as currently conductedconducted, and adversely affect or inhibit Old Republic’s ability to achieve some or all of its business objectives.

In addition to regulations specific to the insurance industry, as a public company, Old Republic is also subject to the rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange, each of which regulate many areas such as financial and business disclosures, corporate governance, and shareholder matters. Old Republic is also subject to the corporation laws of Delaware, its state of incorporation. At the federal level, among other laws, the Company is subject to the Sarbanes-Oxley Act and the Dodd-Frank Act, each of which regulate corporate governance, executive compensation and other areas, as well as laws relating to federal trade restrictions, privacy/data securitysecurity, and terrorism risk insurance laws. The Company monitors these laws, regulations, and rules to assess the Company’s compliance and make appropriate changes as necessary. Implementing such changes may require adjustments to the Company’s business methods, increases to its costs, and other changes that could cause the Company to be less competitive in the industry.

While the Specialty Insurance segment does not have a meaningful exposure to personal lines insurance such as homeowners andor private auto coverages, the property, casualty, orand liability insurance it underwrites creates exposure to claims arising out of catastrophes. The two principal catastrophe exposures are natural catastrophes and acts of terrorism. As it relates to workers' compensation policies, the exposure is greatest in areas where there are large concentrations of employees of an insured employer or other individuals who could potentially be injured and assert claims against an insured under workers' compensation policies. Collateral damage to property or persons from acts of terrorism and other calamities could also expose general liability policies.

Following the September 11, 2001 terrorist attack, the reinsurance industry eliminated coverage from substantially all reinsurance contracts for claims arising from acts of terrorism. As discussed elsewhere in this report, the U.S. Congress subsequently passed the Terrorism Risk Insurance Act (TRIA), the Terrorism Risk Insurance Revision and Extension Act (TRIREA), and the Terrorism Risk Insurance Program Reauthorization Act (TRIPRA) legislation that collectively requires primary insurers to offer coverage for certified acts of terrorism under most commercial property and casualty insurance policies. Although these programs established a temporary federal reinsurance program through December 31, 2027, primary insurers like the Company’s Specialty Insurance subsidiaries retain significant exposure for terrorist act-related losses.

The Title Insurance segment issues a significant portion of its policies through title agents that operate largely independently and without direct supervision. The independent agents typically perform title searches and examinations and make underwriting decisions for which the Title Insurance segment bears the risk. The activities of these independent title agents are governed by contract. While the Title Insurance business has policies to audit and monitor their activities, there is no guarantee that these title agents will fulfill their contractual obligations. For example, an independent agent may issue a policy that is in excess of contractual limits, or the independent title agent may not adhere to required underwriting standards. The Title Insurance segment’s contracts with agents generally limit an agent’s liability for losses. However, under certain circumstances, the segment may be liable to third parties for actions (including defalcations) or omissions of these agents. In certain statesstates, a title insurer may be held liable for the actions or omissions of its agents in those states, including instances in which the insurer has issued a closing protection letter, regardless of contractual limitations imposed on an agent’s actions. A closing protection letter indemnifies the lender and borrower against losses relating to the status of title arising from certain actions of the agent. As a result, the use of independent title agents could result in increased claims and other costs and expenses.

This management discussion and analysis of financial positioncondition and results of operations pertains to the consolidated accounts of Old Republic International CorporationCorporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation (collectively, "Old Republic", "ORI", or "the Company"). The Company conducts its operationsbusiness through a number of regulatedoperating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two reportable segments: Specialty Insurance (formerly referred to as General Insurance) and Title Insurance. Effective as of year-end 2024, the Company renamed its reportable segment formerly referred to as "General Insurance" to "Specialty Insurance." Management believes this name more appropriately reflects Old Republic's specialty P&C strategy, with 17 underwriting businesses focused on unique niche markets with specialized distribution, underwriting, claims, and risk control models. The Republic Financial Indemnity Group (RFIG) Run-off business through the effective date of its sale of May 31, 2024 (see Note 2 in the Notes to Consolidated Financial Statements for further discussion) and a small life and accident insurance businessbusiness, together accounting for 0.3%0.1% of consolidated operating revenues for the year ended December 31, 2024,2025, and 0.5%0.3% of consolidated assets as of that date, are included within the Corporate & Other caption of this report.

The consolidated accounts are presented in conformity with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) of accounting principles generally accepted in the United States of America (GAAP). As a publicly held company, Old Republic utilizes GAAP to comply with the financial reporting requirements of the Securities and Exchange Commission (SEC). From time to time theThe FASB and the SEC periodically issue various releases, most of which require additional financial statement disclosures and provide related application guidance. Recent guidance issued by the FASB is summarized further in the Notes to Consolidated Financial Statements where applicable.

The insurance business is distinguished from most others in that the prices (premiums) charged for most products are set without knowing what the ultimate loss costs will be. The Company also cannot know exactly when claims will be paid, which may be many years after a policy was issued or expired. This casts Old Republic as a risk-taking enterprise managed for the long run. Old Republic therefore conducts its business with a primary focus on achieving favorable underwriting results over cycles, and on maintaining a sound financial condition to support its subsidiaries' long-term obligations to policyholders and their beneficiaries. To achieve these objectives, adherence to insurance risk management principles is stressed, and asset diversification and quality are emphasized. In addition, management engages in an ongoing assessment of operating risks that could adversely affect the Company's business and reputation.

In addition to income arising from Old Republic's basic underwriting and related services functions, significant investment income is earned from invested funds generated by those functions and from capital required to support the risk of the underlying business. Investment management aims for stability of income from interest and dividends, protection of capital, and for sufficiency of liquidity to meet insurance underwriting and other obligations as they become payable in the future. Securities trading and the realization of capital gains are not primary objectives. The investment philosophy is therefore best characterized as emphasizing value, credit quality, and relatively long-term holding periods. The Company's ability to hold both fixed income and equity securities for long periods of time is enabled by the scheduling of maturities in contemplation of an appropriate matching of assets and liabilities, and by investments in dividend paying,dividend-paying, publicly traded, large capitalization, highly liquid equity securities.

This management discussion and analysis should be read in conjunction with the consolidated financial statements and the accompanying footnotes.

Old Republic International Corporation reported the following consolidated results for the year ended December 31, 20242025:

•Net income per diluted share of $3.24,$935.4, compared to $2.10$852.7 last year.

•Net operating income (net income excluding investment gains or (losses) per(net dilutedoperating shareincome) of $3.03,$792.5, compared to $2.63$797.0 last year.

•Consolidated pretaxNet operating income per diluted share of $999.8,$3.15, compared to $938.4$3.03 last year.

•Consolidated net premiums and fees earned increasedof 9.0%.nearly $8.1 billion, an increase of 10.1% over last year.

•Net investment income increasedof 16.4%.$708.7, an increase of 5.3% over last year.

•Book value per share of $22.84, which$24.21, inclusive of cash dividends declared (including a special cash dividend of $2.00 per share), wasdeclared, up 11.1%22.0% since year-end 2023.2024.

Old Republic's business is managed for the long run. In this contextcontext, management's key objectives are to achieve highly profitable operating results over the long term, and to ensure balance sheet strength for the insurance underwriting subsidiaries'Company's obligations. Therefore,Although Generally Accepted Accounting Principles (GAAP) uses net income as the measure of total profitability, management uses net income excluding net investment gains (losses) (net operating income), a non-GAAP financial measure, in its evaluation of periodic and long-term results excludes consideration of all investment gains (losses). Under GAAP, however, net income, inclusive of investment gains (losses), is the measure of total profitability.results.

In management's opinion, the focus on income excluding investment gains (losses), alsofrom described herein as operating income,income provides a better way to analyze, evaluate, and establish accountability for the results of the insurance operations. The inclusion of realized investment gains (losses) in net income can mask trends in operating results because such realizations are often highly discretionary. Similarly, the inclusion of unrealized investment gains (losses) in equity securities can further distort such operating results with significant period-to-period fluctuations.fluctuations that are unrelated to the insurance operations. Net operating income, however, does not replace GAAP net income as a measure of total profitability.

The information presented in the following table highlights the most meaningful indicators of ORI'sOld Republic's segmented and consolidated financial performance. The information underscores the performance of the Company's underwriting subsidiaries,performance, as well as the sound investment of theirits capital and underwriting cash flows.

(a) Includes insurance-relatedrelated services.

The net investment income increase was primarily driven by higher investment yields earned, along with contributions from a higher invested asset base.

Together, these factors produced highlya profitable combined ratiosratio and strong pretax operating income for 2024.2025. For Specialty Insurance, we target combined ratios between 90% and 95% are targeted over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range, particularly givenwith thelong-tailed longlines of coverage claim payment patterns associated with the business.patterns.

Net investment income increased,increased reflectingprimarily due to higher investment yields earned partially offset by a lower invested asset base.earned.

Corporate & Other includes a small life and accident insurance business, the RFIG Run-off business through the effective date of its sale of May 31, 2024, a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries, and consolidation elimination adjustments.subsidiaries. Corporate & Other tends to produce highly variable results stemming from volatility inherent in the lack of scale. Net investment income infor 20242025 reflectswas thesignificantly impact of higher investment yields earned, offset slightlyimpacted by a declininglower invested asset base due to the return of capital to shareholders including the January 2025 special cash dividend payment, the repayment of $400 of Senior Notes which wasmatured impactedin byOctober share2024, repurchase activity,and the sale of the RFIG Run-off business,business. and the timing of debt issuance and repayment activity. CorporateOperating expenses infor 2025 reflect higher personnel costs while full year 2024 expenses reflect an increase inadditional interest costs associated with debt issued on March 31, 2024 to refinance the 5.750% Senior Notes issuedwhich matured in MarchOctober 2024. In addition, 2023 expenses include a one-time charge of $10.7 relating to changes in the structure of a company benefit plan.

As of December 31, 2024,2025, the consolidated investment portfolio reflected an allocation of approximately 84%85% to fixed income securities (bonds and notes) and short-term investments, and 16%15% to equity securities (common and preferred stockstocks). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits amongamongst the insurance underwriting subsidiaries. The realized investment gains recognized during 2024 are reflective of these initiatives, along with tax planning and interest rate environment considerations. The fixed income portfolio continues to be the anchor for theobligations insuranceto underwriting subsidiaries' obligations.policyholders. The maturities of the fixed income securities are generally matched to the expected liabilities for claim payment obligations to policyholders and their beneficiaries. The equity portfolio consists primarily of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.

Old Republic’s investment portfolio is focused on ensuring solidliquidity funding of the insurance underwriting subsidiaries'for obligations to policyholders and their beneficiaries, as well as the long-term stability of the subsidiaries’ capital base. For these reasons, the investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counter-partycounterparty risk attributes. Old Republic performs regular stress tests of the investment portfolio to gain reasonable assurance that periodic downdrafts in market prices do not undermine the Company's financial strength.

Changes in shareholders' equity per share are reflected in the following table. As shown, theseThese changes resulted mostly from net operating income, realized and unrealized investment gains (losses), and dividends to shareholders declared during the year.

Total capital returned to shareholders during 20242025 was $1,708,$1,022, comprised of $766$897 in dividends, and $942$125 in share repurchases. Changes in shareholders' equity per share for 20242025 and 20222024 include the impact of special cash dividends of $2.50 per share in December 2025 (paid on January 14, 2026) and $2.00 per share in December 2024 (paid on January 15, 2025) and $1.00 per share in August 2022 (paid on September 15, 2022).

This section of theManagement's ManagementDiscussion and Analysis of Financial PositionCondition and Results of Operations is additive to and should be read in conjunction with the Executive Summary which precedes it.

The following tables reflect the invested asset bases as of the indicated dates, the investment income earnedearned, and resulting yields on such assets. Because the Company can exercise little control over fair values, management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets.

Net investment income increased 16.4%5.3% in 20242025 andcompared 25.8%to in 2023,2024, driven by higher investment yields. During 2024,2025, the Company reinvested in corporate fixed income securities with an average yield of 4.8%4.9% compared to an average book yield on disposals of 3.5%.3.9%. The total fixed income portfolio book yield ended 2025 at 4.75% compared to 4.52% at the end of 2024.

The percentage of netNet loss and loss adjustment expenses incurred as a percentage of premiums and related fee revenues of the Company's two reportable segments and for its consolidated operations were as follows:

Management believes that its overall reserving practices have been consistently applied over many years, and that its aggregate net reserves have generally resulted in reasonable approximations of the ultimate net costs of losses incurred. Management maintains hold periods that vary primarily by line of business. However, reserves may be increased within a holding period if the initial expected loss ratio may be inadequate. Conversely, in certain cases, reserves may be released within a holding period when the redundancies are expected to exceed the upper end of the actuarially determined range, or if an increase to an initial expected loss ratio within a hold period is subsequently deemed to be excessive. No representation is made nor is any guaranty given that ultimate net losses and related costs will not develop in future years to be significantly greater or lower than currently established reserve estimates. In management's opinion, such changes in net losses and related costs are not likely to have a material effect on the Company's consolidated financial position,condition, although it could materially affect its consolidated results of operations for any one annual or interim reporting period. See further discussion in this Annual Report on Form 10-K under Item 1A - Risk Factors.

Changes to the consolidated expense ratios tend to be driven by mix changes between Specialty Insurance (with expense ratios in 30% range) and Title Insurance (with expense ratios in low- to mid-90% range). Variations in the Company's consolidated expense ratios also reflect a continually changing mix of coverages sold and costs of producing business.business within the segments. To a significant degree, expense ratios for both the Specialty and Title Insurance segments are mostly reflective of variable costs, such as commissions or similar charges, that rise or decline along with corresponding changes in premium and fee income and can fluctuate with line of coverage mix. General operating expenses are routinely subject to timing as well as investments in business expansion and information technology. The decreases in the2025 consolidated expense ratiosratio foris elevated but within expectations given the periodsstart-up presentedcosts inof thenew tableoperating abovecompanies are impacted by the shift in mix withwithin Specialty Insurance contributingand morecontinued toinvestments thein total. The ratios also reflect the benefit from scale, offset by costs incurred to start-up new underwriting subsidiariespersonnel and invest in information technology.

The following table reflects the composition of net investment gains or losses forwas theas periods shown.follows:

QuartersSix Months Ended MarchJune 31,30, 2026 and 2025

This management discussion and analysis of financial condition and results of operations pertains to the consolidated accounts of Old Republic International Corporation, its subsidiaries, and any variable interest entities that meet the requirements for consolidation (collectively, "Old Republic", "ORI", or "the Company"). The Company conducts its business through a number of operating companies, which utilize one or more insurance company subsidiaries to issue their policies, and is organized into two segments: Specialty Insurance and Title Insurance. A small life and accident insurance business, accounting for 0.1% of consolidated operating revenues for the quartersix months ended MarchJune 31,30, 2026 and 0.4%0.3% of consolidated assets as of that date, is included within the Corporate & Other caption of this report.

As a state-regulated financial institution vested with the public interest, however, business of the Company's insurance subsidiaries is managed pursuant to the laws, regulations, and accounting practices of the various states in the U.S. and those of a small number of other jurisdictions outside the U.S. in which they operate. In comparison with GAAP, the statutory accounting practices generally reflect greater conservatism and comparability among insurers and are intended to address the primary financial security interests of policyholders and their beneficiaries. Additionally, these practices also affect a significant number of important factors such as product pricing, risk bearing capacity and capital adequacy, the determination of federal income taxes payable currently among ORI'sOld Republic's tax-consolidated entities, and the upstreaming of dividends and payment of interest and principal on surplus notes by insurance subsidiaries to the parent holding company. The major differences between these statutory accounting practices and GAAP are summarized in Note 1 in the Notes to Consolidated Financial Statements included in Old Republic's 2025 Annual Report on Form 10-K.

Old Republic International Corporation reported the following results for the firstsecond quarter 2026:

•Consolidated net premiums and fees earned of $1.97nearly $2.1 billion, compared to nearly $1.85$2.0 billion last year.

Specialty Insurance netNet premiums earned increased 4.7%.2.3% for the quarter and 3.5% for the first six months. Growth in the quarter was driven by a combination of premium rate increases and new business production, including an increasing contribution from new operating companies, partially offset by a decline in renewal retention ratios. Retention ratios werecompared affectedto bylast year. Commercial auto renewal retention improved slightly compared to the continuedfirst prioritizationquarter of rate,2026, inwhile particularSpecialty withinInsurance commercialcontinued autoto andprioritize generalrate. liabilityEarned lines where significant rate increases were achieved. Premiumpremium growth was most pronounced within commercial auto, property, accident & health, general liability, property, and generalauto liabilitywarranty coverages while theworkers' mostcompensation notable decline came fromand Canadian travel accident and trucking.trucking declined.

NetThe increase in net investment income increasedwas primarily duedriven to higher investment yields earned onby a slightly higher invested asset base.

Together, these factors produced highera profitable combined ratio and strong pretax operating income.income for the quarter and first six months. For TitleSpecialty Insurance, combined ratios between 90% toand 95% are targeted over a full underwriting cycle, recognizing that quarterly and annual ratios and trends may deviate from this range.range, Althoughparticularly Titlewith Insurancelong-tailed has been navigating a difficult real estate environment over the last few years resulting in ratios in excesslines of this range, they continue to strive to come into range in the near term.coverage.

Corporate & Other includes a small life and accident insurance business, the parent holding company, and several internal corporate services subsidiaries. Net investment income was impacted by a lower portfolio yield and invested asset base due to the return of capital to shareholders, includingpartially offset by proceeds from the JanuaryMay 2026 specialdebt dividendissuance. payment.The Company issued $700 in Senior Notes in anticipation of the August 2026 maturity of the existing $550 Senior Notes. Operating expenses for both 2026 periods reflect the increased interest costs associated with the debt issuance.

As of MarchJune 31,30, 2026, the consolidated investment portfolio reflected an allocation of approximately 85%84% to fixed income securities (bonds and notes) and short-term investments, and 15%16% to equity securities (common and preferred stocks). The investment management process remains focused on retaining quality investments that produce consistent streams of investment income, while monitoring concentration limits among the operating companies. The equity portfolio consists of high-quality common stocks of U.S. companies with long-term records of reasonable earnings growth and steadily increasing dividends.

Total capital returned to shareholders during the quarter was $237.5,$137.4, comprised of $76.7$76.6 in dividends and $160.7$60.7 in share repurchases. For the first six months, total capital returned was $374.9, comprised of $153.3 in dividends and $221.5 in share repurchases.

Consolidated net premiums and fees earned increased 7.1%5.2% and 6.1% for the firstsecond quarter 2026and first six months of 2026, respectively, resulting from modest growth in both Specialty Insurance and strong growth in Title Insurance.

The Company has little control over fair values, therefore management evaluates yields on the basis of investment income earned in relation to the book value of the underlying invested assets. Net investment income increased 4.3%6.1% and 5.2% for the firstsecond quarter 2026and first six months of 2026, respectively, driven by a higher average invested asset base inas spitea result of returningstrong significantoperating excessresults capital,and alongproceeds withfrom slightlythe higherMay investment2026 debt issuance. While the portfolio yield was flat in the quarter, there was a notable shift. Short-term investments increased considerably while the yields earned.on Duringthose investments dropped, offsetting the firstyields quarterearned 2026,on the Company reinvested in corporatelong-term fixed income securities with an average yield of 4.7% compared to an average book yield on disposals of 3.8%.securities. The total fixed income portfolio book yield ended the firstsecond quarter 2026 at 4.75%,4.79%, consistentup withslightly from the end of 2025.

During the firstsecond quarter 2026, the Company purchased $672.8$393.7 of investment grade corporate bonds with an average maturity of 6.86.5 years and an average yield of 4.71%.4.89%. In addition, the Company purchased $115.7$9.9 of government securities (primarily U.S. Treasury Notes) with an average yield of 4.02%3.77% and $22.2$46.3 of blue-chip equities with a dividend yield of 3.32%.3.42%. The Company primarily owns U.S. Treasury Notes to place on deposit with the states its insurance companies are licensed to conduct business.

The following table shows a breakdown of gross and net of reinsurance loss reserve estimates for major types of insurance coverages as of MarchJune 31,30, 2026 and December 31, 2025:

Changes to the consolidated loss ratios tend to be driven by mix changes between Specialty Insurance (with loss ratios in the mid- to low-60% range) and Title Insurance (with loss ratios in the 2% range). In the firstsecond quarter 2026, the consolidated loss ratio included an amount of favorable development that was lower than 20252025, butwith remainednet withinfavorable thedevelopment rangefrom Title Insurance offset by a small amount of management'snet expectation.unfavorable development from Specialty Insurance.

The combined ratios ofresulting from the above summarized net loss and loss adjustment expenses and underwriting expenses are as follows:

Dispositions of fixed income securities from scheduled maturities and early calls were 70.7%47.8% and 71.9%61.5% of total fixed income dispositions occurring in the first threesix months of 2026 and 2025, respectively. Realized gain (loss) activity in 2026 was primarily related to the sale of fixed income and equity securities to fund the Company's return of capital through share repurchases and a special dividend, as well as routine portfolio management.

The effective consolidated income tax rate was 20.3%20.9% and 20.6% in the firstsecond quarter and first six months of 2026, respectively, compared to 19.9% and 20.0% in the firstsecond quarter 2025.and first six months of 2025, respectively. Changes in the effective tax rate reflect primarily the varying proportions of pretax operating income derived from partially tax-preferred investment income (principally dividend income).

Specialty Insurance continued to produce growth and profitability, reflecting the success of the Company’s specialty strategy and operational excellence initiatives. Growth included increasing contributions from new specialty operating companies. InAdditionally, addition,on sevenApril 6, 2026, the Company announced the formation of its new property insurance company that will underwrite specialized property insurance products through a national retail broker distribution network. Seven Specialty Insurance operating companies continue to expand their writings of surplus lines business for property, general liability, and financial indemnity solutions. SomeSeveral of the new operating companies also target the wholesale distribution channel, where excess & surplus solutions are prevalent. Recently, a number of the Specialty Insurance lines of coverage have experienced elevated loss costs, requiring an increase in premium rates. Consistent with management's philosophy of managing for the long run, Specialty Insurance expects top line and the expense ratio to be pressured while the focus is on rate adequacy.

Following the Company’s strategy to add operating companies,companies narrow and deep in their specialty niche, Old Republic’sRepublic closed on its previously announced proposed acquisition of Everett Cash Mutual Insurance Co. (ECM) and affiliated companies following its conversion to a stock company in a sponsored demutualization transactiontransaction. hasEffective receivedJuly regulatory1, approval, and is expected to close early in the third quarter 2026 upon receipt of policyholder approval and completion of all customary and regulatory closing conditions. Upon closing,2026, ECM results will be reportedincluded withinin the Specialty Insurance segmentsegment. operatingSpecialty results.Insurance expects to report a gain on the acquisition of approximately $125 subject to final valuations as of the closing date, and for the business to be accretive to earnings in 2026.

Specialty Insurance net premiums earned increased 4.7%2.3% and 3.5% for the firstsecond quarter 2026.and first six months of 2026, respectively. Growth was driven by a combination of premium rate increases and new business production, including an increasing contribution from new operating companies, partially offset by a decline in renewal retention ratios. Retention ratios werecompared affectedto bylast year. Commercial auto renewal retention improved slightly compared to the continuedfirst prioritizationquarter of 2026, while Specialty Insurance continued to prioritize rate, inan particularindication withinthat commercialcompetitors autostarted andto generalimplement liability lines where significanthigher rate increasesincreases. wereEarned achieved. Premiumpremium growth was most pronounced within commercial auto, property, accident & health, general liability, property, and generalauto liabilitywarranty coverages while theworkers' mostcompensation notable decline came fromand Canadian travel accident and trucking.trucking Thedeclined. declineCommercial inauto financialand indemnitygeneral relatesliability continued to theachieve previouslyrate announced exit of transactional liability coverages.increases.

•Workers’ compensation with favorable development in most years outside of the hold periods (predominantly from accident years 20162018 through 20222021), partially offset by unfavorable development from a few large losses in older accident years and a few in more recent years within the hold periods (2023primarily through2022 and 2025). TheWhile the reserving fundamentals areremain solid butsolid, there is always the possibility of an isolated large loss emerging in a given quarter.

•Commercial auto with favorable development predominantly from accident years 20192020 through 2021 and 2025,2023, partially offset by unfavorable development from accident yearsyear 20222024 throughfrom 2024.non-trucking exposures. The reserves set for the liability portion of long-haul trucking for accident year 2025 are holding,holding as paid claims and case reserve development were within expectations.

•Property with ana elevatedstrong level of favorable development comingthat was higher than last year, predominantly from accident years 2022 through 2024, partially offset by 2025 where there were a few large fire claims.2025.

•General liability with a much smaller level of unfavorable development,development wherecompared ato meaningfullast levelyear. ofUnfavorable development in 2022 through 2024 was partially offset by favorable development from most years was offset by a few years with a number of large losses resulting in $4.32020, of2021, unfavorableand development on $141.4 of net earned premium.2025.

The current period expense ratio isremains elevated primarily due to continued investments in start-up operating companies which are not at scale, information technology modernization, D&A, and AI, including the additional personnel costs to manage all of these key initiatives. Specialty Insurance has started up sixseven new operating companies in the last five years that are not yet at full scale. Depending on the operating company, it can take three to five years before scale is achieved, and the operating company becomes accretive to earnings.

In addition, Specialty Insurance is investing in modernizing core systems (policy administration, claims, billing, and data warehouse) at several operating companies. SomeSeveral of these information technology modernization projectsefforts haveare reachedentering thea pointphase wherein moduleswhich ofcosts theare newbeing core system have been put into productionamortized while the systemsystems being replaced remainsare innot serviceyet for a period of transition.decommissioned. The Company expects some level of these redundant costs to exist over the next few years, at which time expenses should decrease as the old systems are fully decommissioned. To give perspective, over half of Old Republic’s mature operating companies have modernization efforts underway for their core IT systems. These are all multi-year, complex projects that introduce a relatively unique situation where the ultimate cost, timing of expense recognition, and length of the project are extremely difficult to determine.

Finally, Old Republic continues to make significant investments in D&A and AI. D&A is a more mature initiative, however, that investment has been increasing recently. AI is in the beginning stages of having dedicated resources that are orchestrating a meaningful company-wide approach. To date, the Company has invested significant executive time creating an AI strategy, and several projects are just beginning.

Title Insurance net premiums and fees earned increased 12.0%10.7% and 11.3% for the firstsecond quarter and first six months of 2026, respectively, continuing to reflect strong activity inacross many segments of the commercial sector and an increase in refinance activity. Both agency and directly produced premiums experienced solid growth and strong commercial business production. Commercial premiums represented 27%25% of net premiums earned in the second quarter 2026 compared to 24%23% in the firstsecond quarter 2025. Title,Whereas escrow,data andcenters have resulted in commercial premium growth, a mix of several other feesindustries werehave upalso slightly, as the decrease in fees from the sale of certain technology platforms in the first quarter 2025 was offset by growth in escrow and closing service fees.contributed.

Title Insurance loss ratios have remained in the low single digits for a number of years due to a continuation of favorable trends in claims frequency and severity. The loss ratioratios for Title Insurance in the second quarter and first quartersix months of 2026 remained consistent with last year, reflecting a slightly higher level of favorable prior year loss reserve development offset by slightly higher current year losses. The favorable development in the firstsecond quarter 2026, primarily from years 20192019, through2021, 2023,and 2022, was partially offset by unfavorable development from 2020 and 2024.

The second quarter and first quarterhalf of 2025 expense ratios included approximately $15 (2.1 and 1.1 points, respectively) in litigation settlement expenses. Excluding that impact, the expense ratios for both 2026 expenseperiods ratioimproved continuesas toa benefitresult fromof the continued focus on operational efficiency, expense managementmanagement, and scale, partially offset by a higher amount of agent commissions primarilyas duea to greater amountsresult of increased agency business compared to the direct operation.

The resiliency of ORI’sOld Republic’s business model rests on the 2021 different operating companies within both Specialty Insurance and Title Insurance. Each operating company is a specialist, narrow and deep in their specialty niche, with a keen focus on service, including distribution, claims, underwriting, and risk control. They operate with autonomy and accountability, with the attendant benefits of diversification to manage risk. The portfolio of diverse specialty businesses is supported by a strong balance sheet, conservatively managed and reflected by an A+ rating from A.M. Best. ORI’sOld Republic’s ongoing profitability and strong balance sheet has enabled the return of a record amount of capital to shareholders in recent years. With 7.7%7.8% insider ownership, ORI’sOld Republic’s employees, officers, and directors are directly aligned with shareholder value creation.

Total assets at MarchJune 31,30, 2026 decreasedincreased 0.9%5.8% sincefrom year-end 2025, including aan decreaseincrease of 2.6%1.5% in total investments from strong operating cash flows, slightly higher investment valuations, and proceeds from the May 2026 debt issuance, partially offset by the return of excess capital,capital including the $615.2 special dividend paid during the first quarter 2026, offset by strong operating cash flows and slightly higher valuations.2026. Total liabilities decreasedincreased 1.1%6.6% sincefrom year-end 2025 largely due to settlementthe May 2026 debt issuance. Shareholders’ equity increased 2.7%. The debt-to-equity ratio increased from 26.9% at year-end 2025 to 37.6% as a result of the dividend$700.0 payabledebt recordedissuance. atThis year-end.ratio Shareholders’is equityexpected wasto relativelyreturn flat,to resultinga normalized level when the $550.0 in aSenior debtNotes tomature equityin ratioAugust 2026. The net impact of 26.9%.these transactions will increase total capital by $150.0.

ORI’sOld Republic’s growth in book value per share including dividends is one of the various markers of performance and strength, calculated as the sum of the annual change in book value per share plus dividends declared. As shown in the tables below, this amounts to 2.6%7.2% for the first quartersix months of 2026, compared with 7.2%12.6% for the same period in 2025. The primary drivers and total of ORI’sOld Republic’s growth in book value are shown in the tables below.

The growth in book value for the first quartersix months of 2026 was driven by net operating income and net investment gains, partially offset by the dilutive effect of share repurchase activity. Repurchasing shares at valuations above book value per share has an immediate dilutive impact with the accretive effects coming from sharing future income with fewer shareholders. Management considers this balance, among other factors, when making return of capital decisions.

Old Republic continues to adhere to its long-term policy of investing primarily in investment grade, marketable securities. At both MarchJune 31,30, 2026 and December 31, 2025, nearly all of the Company's investments consisted of marketable securities. The investment portfolio has extremely limited exposure to high risk or illiquid asset classes such as limited partnerships, derivatives, hedge funds, or private equity investments. In addition, the Company does not engage in hedging or securities lending transactions, nor does it invest in securities with values predicated on non-regulated financial instruments with unfunded counterparty risk attributes. At MarchJune 31,30, 2026, the Company had no fixed income securities in default as to principal and/or interest.