Old Republic International 定價 7 億美元 5.700% 優先票據 2036 年到期

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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)
May 13, 2026

 

OLD REPUBLIC INTERNATIONAL CORPORATION

 

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
  
 001-10607
  
 36-2678171

 
 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (I.R.S. Employer

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 1.01. Entry into a Material Definitive Agreement.

 

On May 13, 2026 Old Republic International Corporation
(the “Company”) priced a registered underwritten public offering of 5.700% Senior Notes due 2036 in the aggregate principal
amount of $700,000,000 (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 May
13, 2026 (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 May 13, 2026 (the “Preliminary Prospectus”), and a final prospectus supplement dated May 13, 2026 (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 a ninth supplemental indenture dated as of May 18,
2026 (the “Ninth 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 Ninth 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 Ninth Supplemental Indenture.

 

The Notes bear interest at a rate of 5.700% per
annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Notes will mature on
June 1, 2036, 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 Notes together with any accrued and unpaid ‎interest thereon will automatically
be and become immediately due and payable.‎

 

Prior to March 1, 2036 (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 ‎‎20 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 redemption date.‎

  

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In connection with the issuance and sale by the
Company of the Notes as described above, the following exhibits are filed herewith and are incorporated by reference into the Registration
Statement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report), (ii) the Ninth Supplemental Indenture and form of Notes
(Exhibit 4.1 to this Current Report), and (iii) the legal opinion and consent of Troutman Pepper Locke LLP related to the Notes (Exhibits
5.1 and 23.1 to this Current Report).

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by Item 2.03 relating to the Notes and the
Indenture is contained in Item 1.01 above and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

1.1
  Underwriting Agreement dated May 13, 2026, among the Company, Morgan Stanley & Co. LLC, and PNC Capital Markets LLC.

4.1
  Ninth Supplemental Indenture dated as of May 18, 2026, between
the Company and Wilmington Trust Company, as trustee (including the form of Notes)

5.1
  Opinion of Troutman Pepper Locke LLP

23.1
  Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)

 
   

 
(d) Exhibits

 
 

 
104
  Cover page Interactive Data file (embedded within Inline
XBRL document)

 

 

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SIGNATURE

 

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: May 18, 2026
 By:
 /s/ Thomas A. Dare

 
  
  
 
 Thomas A. Dare

 Senior Vice President, General Counsel and Secretary

 

 

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