Material Agreement - Form 8-K

Item 1.01.Entry into a Material Definitive Agreement.

On March 25, 2024, Old Republic International Corporation (the "Company") priced a registered underwritten public offering of 5.750% Senior Notes due 2034 in the aggregate principal amount of $400,000,000 (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 March 25, 2024 (the "Underwriting Agreement").

The Notes were registered pursuant to a registration statement on Form S-3 (No. 333-277713) filed on March 6, 2024 (the "Registration Statement"), a preliminary prospectus supplement dated March 25, 2024 (the "Preliminary Prospectus"), and a final prospectus supplement dated March 25, 2024 (the "Final Prospectus"), each filed with the Securities and Exchange Commission ("SEC") by the Company under the Securities Act of 1933, as amended (the "Securities Act").

The Company issued the Notes under an indenture dated as of August 15, 1992 (the "Base Indenture"), as supplemented by an eighth supplemental indenture dated as of March 28, 2024 (the "Eighth Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and Wilmington Trust Company, as trustee (the "Trustee"). The Base Indenture was filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on April 22, 2009. The Eighth Supplemental Indenture (including the form of Notes) is filed as Exhibit 4.1 hereto. The terms of the Indenture and the Notes issued pursuant to the Indenture are described in the sections of the Preliminary Prospectus and Final Prospectus relating to the Notes entitled "Description of Notes," which is incorporated herein by reference. The following description of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by reference to the detailed provisions of the Base Indenture and the Eighth Supplemental Indenture.

The Notes bear interest at a rate of 5.750% per annum, payable semi-annually in arrears on March 28 and September 28 of each year, beginning on September 28, 2024. The Notes will mature on March 28, 2034, unless earlier repurchased by the Company.

The Indenture contains customary terms and covenants, including that upon certain events of ‎default occurring and continuing, either the Trustee or the holders of not less than 25% in ‎aggregate principal amount of the Notes then outstanding may declare the entire principal ‎amount of all the Notes, and the interest accrued on such Notes, if any, to be immediately due ‎and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating ‎to the Company, the principal amount of the securities together with any accrued and unpaid ‎interest thereon will automatically be and become immediately due and payable.‎

Prior to December 28,2033 (the date that is three months prior to the maturity date of the Notes) (the "Par Call Date"), the Notes will be redeemable at a redemption price equal to the greater of (i) ‎‎100% of the principal amount of the Notes to be redeemed, or (ii)(a) ‎the sum of the present values of the remaining scheduled payments of principal and interest thereon ‎discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-‎annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Final Prospectus) plus ‎‎25 basis points less (b) interest accrued to the date of redemption, plus, in either case, accrued and unpaid interest thereon to but excluding the redemption date.‎ On and after the Par Call Date, the Notes will be redeemable at a redemption price equal to 100% of the ‎principal amount of the Notes to be redeemed plus accrued and unpaid interest up to but excluding the date of ‎redemption.‎