Old Republic International (ORI) 11-KAnnual report of employee stock purchases

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 11-K

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OLD REPUBLIC INTERNATIONAL CORPORATION

307 NORTH MICHIGAN AVENUE

CHICAGO, ILLINOIS 60601

Total Pages: 17

Date: June 28, 2024

The Republic Mortgage Insurance Company and Affiliated Companies

Profit Sharing Plan

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

The accompanying notes are an integral part of these financial statements.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

The accompanying notes are an integral part of these financial statements.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

The following description of The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Summary Plan Description or the Plan Document for more complete information.

The Plan is a qualified defined contribution plan covering all employees of RMIC Companies, Inc. (RMICC), and its wholly owned subsidiaries including: RMIC Corporation, Republic Mortgage Insurance Company, Republic Mortgage Guaranty Insurance Corporation, and Republic Mortgage Assurance Company (collectively, the Sponsor). Employees are eligible to participate in the Plan at the start of their employment and must elect to enroll in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA) and the Internal Revenue Code (IRC).

On November 11, 2023, a definitive agreement was reached by Republic Financial Indemnity Group, Inc. (RFIG), RMICC's parent company, to sell RMICC and its wholly-owned mortgage insurance subsidiaries to Arch U.S. MI Holdings Inc., a subsidiary of Arch Capital Group Ltd. The transaction received all necessary regulatory approvals and the sale closed effective May 31, 2024. In anticipation of the sale, the Plan was frozen to new contributions in November 2023 and RFIG simultaneously assumed the sponsorship of the Plan. Old Republic International Corporation (ORI), RFIG's ultimate parent, intends to merge the Plan into the ORI 401(k) Savings and Profit Sharing Plan (ORI 401(k) Plan) during 2024.

Contributions

The Sponsor made contributions to the Plan at the discretion of the Sponsor’s Board of Directors at a sum determined by the Board without regard to current and accumulated profits for the taxable year, for years ending with or within such Plan year. Contributions were allocated to eligible participants based on the participant’s eligible compensation relative to the total eligible compensation of all eligible participants.

For Plan year 2023, the RMICC Board of Directors declared discretionary profit sharing contributions of $197,700. As a result of the Plan freeze in November 2023, these contributions were funded by RMICC as Sponsor, and were contributed directly by RFIG to the ORI 401(k) Plan during 2024.

Prior to the Plan freeze, participants could contribute up to 25% of their compensation pre-tax and 25% after-tax for a combined maximum of 50% of their compensation during any Plan year.

Participants could also make rollover contributions into the Plan from distributions from other qualified plans, as defined in the Plan.

Contributions were subject to certain limitations as prescribed by the Internal Revenue Service (IRS) with contributions in excess of IRC limits returned to participants or Sponsor when determined. There were no material excess contributions to be returned to participants based on qualification testing for the years ended December 31, 2023 or 2022.

Vesting

Participant account balances provided by Sponsor contributions and related allocated Plan earnings became 40% vested after one year of service. Vesting percentages increased by 10% each year thereafter with full vesting after six years of service.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

Participant account balances provided by participant contributions and allocated Plan earnings were always fully vested. At the time the Plan was frozen in November 2023, all participant balances were fully vested.

Participant Accounts

A separate account balance is maintained for each participant and is credited with participant contributions, participant rollover contributions from other qualified plans, and allocations of Sponsor contributions, Plan earnings, and forfeitures of terminated participants’ non-vested accounts. Allocations of Plan earnings are based on participants’ daily account balances. Sponsor contributions and forfeitures of non-vested accounts are allocated based on eligible annual compensation of participants. The benefit to which a participant is entitled is the participant’s vested account. Participants direct the investment of their account by electing among a variety of investment options offered by the Plan. Participants may change their investment designation with respect to their account balance and future contributions at any time.

Forfeitures

Prior to the Plan freeze in November 2023, if a participant terminated employment with the Sponsor prior to becoming fully vested, the non- vested portion of the Sponsor contributions and allocated earnings thereon were forfeited and reallocated to eligible participants when the terminated participant incurs a break-in-service. Forfeited amounts were reallocated to the active eligible participants based on eligible participant compensation, as defined in the Plan agreement. There were no unallocated forfeitures as of December 31, 2023 or 2022.

Payment of Benefits

In the event of retirement, disability, or death, accumulated benefits become vested and are distributed to participants or designated beneficiaries by lump-sum payment or through various annuity options.

In the event of termination of employment, participants have the option of receiving vested accumulated benefits through lump-sum distributions, leaving the vested value of their accounts in the Plan until retirement, or transferring amounts into another retirement plan or individual retirement account.

Participants may withdraw after-tax voluntary contributions at any time. Participants may withdraw pre-tax voluntary contributions at age 59½ or for financial hardship purposes.

Participants may elect to take early withdrawals of employer contributions if they have participated in the Plan for at least five years and in-service distributions after attaining age 59½. Such early withdrawals will not result in suspension of Sponsor contribution allocations.

Net assets at December 31, 2023 and 2022, included funds totaling $21,383,623 and $26,959,672, respectively, which represent the account balances of retired and terminated participants who have elected to leave their funds in the Plan upon retirement or termination.

Notes Receivable from Participants

The Plan was amended, effective January 1, 2022, to no longer permit participant loans. The amendment had no effect on loans originated and outstanding prior to the effective date of the amendment.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

Prior to January 1, 2022, participants could borrow up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. Participants could have no more than two loans outstanding at one time. Loans plus interest must be repaid through payroll deductions within five years of origination. These loans bear interest at the prevailing prime rate at the loan inception date. The loans are collateralized by the vested balance in the participant’s account. Outstanding loans of terminated participants are repaid prior to distribution of the participant’s account balance or the outstanding loans are repaid from the participant’s account balance before distribution.

Partial Plan Termination

Basis of Accounting

The Plan prepares its financial statements on an accrual basis of accounting in accordance with accounting principles generally accepted in the United States.

Investment Valuation and Income Recognition

Investment contracts held by a defined contribution plan are required to be reported at fair value except for fully benefit-responsive investment contracts, which are reported at contract value. Contract value is the relevant measure for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. However, when the Plan was frozen and contributions were discontinued in November 2023, automatic termination of the GIA investment option was triggered. In terminating the GIA investment option, the Sponsor elected the "Liquidation Value Payment Option", which provides a one-time lump-sum settlement after the application of a market value adjustment determined by the terms set forth in the GIA contract. As such, the GIA investment is recorded at the liquidation value, which approximates fair value, as of December 31, 2023, and an adjustment to fair value of the GIA investment is included in the Statement of Changes in Net Assets Available for Benefits. Refer to additional discussion of the fair value adjustment for the GIA described in Note 3.

Investments in pooled separate accounts are valued on a net asset value per unit basis which approximates their fair value. The pooled separate accounts are credited with earnings on the underlying investments and charged for Plan benefits paid and deductions for investment expenses, risk, profit, and annual management fees. Redemptions may occur on a daily basis. The use of net asset value as a practical expedient for fair value is deemed appropriate as the pooled separate accounts do not have a finite life, unfunded commitments relating to investments, or significant restrictions on redemptions.

Investments in mutual funds are traded on a national securities exchange and are valued at the last reported sales price on the last business day of the year.

Old Republic International Corporation common shares are traded on a national securities exchange and are valued at the last reported sales price on the last business day of the year.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

Net appreciation (depreciation) in fair value of investments includes unrealized and realized gains and losses. Capital gain distributions are recorded as dividend income. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses when they are incurred. No allowance for credit losses has been recorded as of December 31, 2023 or 2022. If a participant ceases to make loan repayments and the Plan deems the participant loan to be in default, the participant loan balance is reduced and a benefit payment is recorded.

Benefits and Withdrawals

Benefits and withdrawals are recorded when paid. At December 31, 2023 and 2022, there were no significant amounts due but unpaid to participants.

Income Tax Status

The Plan obtained its latest determination letter dated November 14, 2022, in which the IRS stated that the Plan, as then designed, was in compliance with the applicable requirements of the IRC. The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

Plan management has evaluated the effects of accounting guidance related to uncertain income tax positions and concluded that the Plan had no significant financial statement exposure to uncertain income tax positions at December 31, 2023 or 2022. The Plan is not currently under audit by any tax jurisdiction.

Plan Expenses

Investment management fees of individual fund investments are charged to the respective investment and included in the net appreciation (depreciation) of the investment as they are paid through revenue sharing agreements with fund providers.

The costs of administering the Plan are paid directly by the Sponsor. Through a plan expense reimbursement agreement, the Sponsor receives reimbursements of eligible administrative costs from funds credited to the Plan by the Plan administrator, Empower Retirement (Empower).

Loan maintenance or other fees associated with participant requested services are charged as a reduction to the respective participant accounts.

Use of Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

As directed by participants, Plan assets are invested through (1) a group annuity contract issued by Massachusetts Mutual Life Insurance Company (MassMutual) and administered by Empower, the Plan administrator, (2) in separate mutual funds, or (3) in the common stock of the Sponsor’s ultimate parent, ORI. The group annuity contract allows for investment through pooled separate accounts or the GIA. Investment alternatives offered across the pooled separate accounts and mutual funds include fixed income, target-date asset allocation, domestic equity, international equity and real estate.

Through the group annuity contract, the Plan offered a GIA as a stable value investment option. GIA guarantees are subject to the terms and conditions of the group annuity contract and the claims-paying ability of Empower Annuity Insurance Company of America (EAICA). There were no reserves against the contract value of this account for the credit risk of EAICA.

Participant accounts invested in the GIA were paid out at contract (or book) value for participant-initiated transactions such as transfers to other investment options, loans, and other distributions.

The GIA was credited with earnings at an interest rate which, by contract, could not fall below 3.00%. The rate was subject to semiannual adjustments on June 1 and December 1 of each year. The guaranteed interest rate was 3.00% as of December 31, 2023 and December 31, 2022.

Fair Value Measurements

Investments, other than the GIA as of December 31, 2022, are reported at fair value in the accompanying statements of net assets available for benefits. Fair value is defined as the estimated price that is likely to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. A fair value hierarchy is established that prioritizes the sources (“inputs”) used to measure fair value into three broad levels: inputs based on quoted prices in active markets, including publicly traded common stocks and mutual funds (Level 1); observable inputs based on corroboration with available market data (Level 2); and unobservable inputs based on uncorroborated market data or a reporting entity’s own assumptions (Level 3). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The valuation methodologies used for assets measured at fair value are discussed further in Note 2. Other than the fair value adjustment for the GIA which is described further below, there have been no changes in the methodologies used at December 31, 2023 and 2022.

As described in Note 2, because the GIA was fully benefit-responsive, contract value was the relevant measurement for that portion of the net assets available for benefits attributable to this asset as of December 31, 2022. Contract value represented participant contributions made under the contract, plus credited interest earnings, less participant withdrawals and administrative expenses. Contract value also included the effects of market value adjustments required in the event of a full or partial plan or contract termination.

In connection with the sale of RMICC, the discontinuance of contributions to the Plan triggered an automatic termination of the group annuity contract and the GIA investment option. On December 4, 2023, the plan sponsor elected the "Liquidation Value Payment Option" which provides for a lump-sum cash payment settlement after the application of a fair value adjustment (FVA) as determined by a formula dictated in the GIA contact. Based on this election, Empower calculated and applied an 8.9% reduction in GIA principal on January 8, 2024, resulting in a negative adjustment of $1,276,516, thereby reflecting this investment at fair value as of December 31, 2023, and transferring it from contract value to Level 3 of the fair value hierarchy as of December 31, 2023. The FVA as of December 31, 2023 was determined based upon a comparison of current market interest rates (weighted average of 6.08%) to interest rates earned on underlying investments of the GIA (weighted average of 3.99%), and the length to maturity of the underlying investments (13.98 years). The FVA is reflected in net investment gain (loss) in the Statement of Changes in Net Assets Available for Benefits as of December 31, 2023. After the FVA was posted to participant accounts, all restrictions on withdrawals and transfers were removed, and once liquidated, the net proceeds from the GIA fund were automatically reinvested in a JP Morgan US Government Institutional Money Market Account.

Except as described above, there were no other transfers between levels during 2023 or 2022.

The following tables provide information by level for the Plan’s assets that are measured at fair value on a recurring basis.

Empower is deemed to be the Trustee of the assets invested in the pooled separate accounts and the GIA and is therefore considered a party-in-interest.

ORI, the Plan Sponsor’s ultimate parent and issuer of the common stock held within the ORI common stock fund, is a party-in-interest.

Empower provides record-keeping and other administrative services to the Plan. Fees paid by Plan participants and Sponsor totaled $93 and $1,934, respectively, for the year ended December 31, 2023.

The Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan

The Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would remain fully vested in their employer accounts.

The Plan offers investments in various investment securities. Investment securities, including those invested in the group annuity contract, are exposed to various risks such as interest rate, market and credit risk. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.

Republic Mortgage Insurance Company and Affiliated Companies Profit Sharing Plan