Amendment: SEC Form 10-K/A filed by Old Republic International Corporation
$ORI
Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
For the fiscal year ended: December 31, 2024 OR
For the transition period from _____________________________ to ______________________________
| Commission File Number: | ||||||||
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (IRS Employer Identification No.) | |||||||
| incorporation or organization) | ||||||||
| (Address of principal executive office) | (Zip Code) | |||||||||||||
Registrant's telephone number, including area code: 312 -346-8100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes: ☐ No : ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes : ☒ No: ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes : ☒ No: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes: ☐ No: ☒
The aggregate fair value of the registrant's voting Common Stock held by non-affiliates of the registrant (assuming, for purposes of this calculation only, that the registrant's directors and executive officers, the registrant's various employee benefit plans and American Business & Mercantile Insurance Mutual, Inc. and its subsidiaries are all affiliates of the registrant), based on the closing sale price of the registrant's common stock on June 30, 2024, the last day of the registrant's most recently completed second fiscal quarter, was $7,241,491,725 .
The registrant had 248,191,027 shares of Common Stock outstanding as of January 31, 2025.
Documents incorporated by reference:
The following documents are incorporated by reference into that part of this Form 10-K designated to the right of the document title.
| Title | Part | ||||
| Proxy Statement for the 2025 Annual Meeting of Shareholders Exhibits as specified in exhibit index | III, Items 10, 11, 12, 13 and 14 IV, Item 15 | ||||
______________________________________
EXPLANATORY NOTE
On February 27, 2025, the Registrant filed its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Original Filing”). The Consent of Independent Registered Public Accounting Firm (the “Consent”) included as Exhibit 23.1 in Part IV, Item 15 of the Original Filing contained clerical errors, including the inadvertent omission of references to the Registrant’s latest registration statements on Forms S-8 and S-3. This Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) is being filed solely for the purpose of filing the corrected Consent.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K under the Exchange Act, paragraphs 3, 4 and 5 of the certifications have been omitted from the new certifications.
Other than the corrections to the Consent, no other changes have been made to the Original Filing. This Amendment No. 1 does not reflect subsequent events occurring after the date of the Original Filing or modify or update any disclosures made in the Original Filing.
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| PART IV | |||||||||||
| Item 15 - Exhibits | |||||||||||
| EXHIBIT INDEX | |||||||||||
| An index of exhibits required by Item 601 of Regulation S-K follows: | |||||||||||
| (3) | Articles of incorporation and by-laws. | ||||||||||
| (A) | * | ||||||||||
| (B) | * | ||||||||||
| (4) | Instruments defining the rights of security holders, including indentures. | ||||||||||
| (A) | * | Agreement to furnish certain long-term debt instruments to the Securities & Exchange Commission upon request. (Exhibit 4(D) to Registrant's Form 8 dated August 28, 1987). | |||||||||
| (B) | * | ||||||||||
| (C) | * | ||||||||||
| (D) | * | ||||||||||
| (E) | * | ||||||||||
| (F) | * | ||||||||||
| (G) | * | ||||||||||
| (H) | * | ||||||||||
(I) | * | ||||||||||
| (10) | Material contracts. | ||||||||||
| ** | (A) | * | |||||||||
| ** | (B) | * | |||||||||
| ** | (C) | * | |||||||||
| ** | (D) | * | |||||||||
| ** | (E) | * | |||||||||
| ** | (F) | * | |||||||||
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(Exhibit Index, Continued)
| ** | (G) | * | |||||||||
| ** | (H) | * | |||||||||
| ** | (I) | * | |||||||||
| ** | (J) | * | |||||||||
| ** | (K) | * | |||||||||
| ** | (L) | * | |||||||||
| ** | (M) | * | |||||||||
(N) | * | ||||||||||
| ** | (O) | * | |||||||||
| ** | (P) | * | |||||||||
| ** | (Q) | * | |||||||||
| ** | (R) | * | |||||||||
| (19) | * | ||||||||||
| (21) | * | ||||||||||
| (23.1) | |||||||||||
| (24) | * | ||||||||||
| (31.1) | |||||||||||
| (31.2) | |||||||||||
| (32.1) | * | ||||||||||
| (32.2) | * | ||||||||||
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(Exhibit Index, Continued)
| (97) | * | ||||||||||
| (99) | * | ||||||||||
| (101.INS) | XBRL Instance Document - The instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
| (101.SCH) | XBRL Taxonomy Extension Schema | ||||||||||
| (101.CAL) | XBRL Taxonomy Extension Calculation Linkbase | ||||||||||
| (101.DEF) | XBRL Taxonomy Extension Definition Linkbase | ||||||||||
| (101.LAB) | XBRL Taxonomy Extension Label Linkbase | ||||||||||
| (101.PRE) | XBRL Taxonomy Extension Presentation Linkbase | ||||||||||
* Exhibit incorporated herein by reference.
** Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 (Name, Title or Principal Capacity, and Date).
(Registrant): Old Republic International Corporation
| By: | /s/ Craig R. Smiddy | 03/27/25 | ||||||
| Craig R. Smiddy, President, Chief Executive Officer and Director | Date | |||||||
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