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Get filing alertsOld Republic completes ECM Insurance acquisition via $24.7M discounted stock offering
Filed July 1, 2026 · Period ending June 30, 2026 · ~1 min read
Key Changes
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ORI completed acquisition of ECM Insurance Group following member approval of mutual-to-stock conversion, issuing up to 956,000 shares at $25.80 each (35% discount to $39.70 market price) to raise ~$24.7M from ECM members, employees, and directors.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Transaction closes July 1, 2026 upon filing ECM's amended certificate of incorporation with Pennsylvania, adding commercial agricultural insurance capabilities to ORI's specialty insurance operations.
Item 7.01 — Regulation FD Disclosure verify on EDGAR → -
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Share issuance represents modest dilution of approximately 0.3% of ORI's outstanding shares, with discounted pricing typical for mutual-to-stock conversions to provide consideration to converting members.
Exhibit 99.1 view on EDGAR →
Summary
Old Republic International completed its acquisition of the ECM Insurance Group on June 30, 2026, following member approval of ECM's conversion from a mutual to a stock insurance company. The transaction involved a discounted stock offering that raised approximately $24.7 million through the sale of up to 956,000 ORI shares at $25.80 per share—a 35% discount to the 10-day volume-weighted average price of $39.70. This pricing structure is standard for mutual-to-stock conversions, providing ECM members, employees, and directors with equity consideration as part of the conversion process.
The acquisition adds commercial agricultural insurance capabilities to Old Republic's specialty insurance portfolio and closes upon filing ECM's amended certificate of incorporation with Pennsylvania on July 1, 2026. The share issuance represents modest dilution of approximately 0.3% of ORI's outstanding shares. The transaction appears to be a straightforward bolt-on acquisition in ORI's core insurance business, executed through a conventional mutual conversion structure with member-approved terms.
Section-by-Section Diff
Event · Item 7.01 — Regulation FD Disclosure
Item 7.01 — Regulation FD Disclosure filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 30, 2026, Old Republic International Corporation (“ORI”) announced the results of the special meeting of the members of Everett Cash Mutual Insurance Co. (“ECM”) at which members approved, among other matters, the conversion of ECM from a mutual insurance company to a stock insurance company named ECM Insurance Company and the acquisition of ECM Insurance Company and its subsidiaries (the “ECM Group”) by Old Republic.
ORI announced that ECM members approved the conversion of ECM from a mutual to a stock insurance company and ORI's acquisition of the ECM Group. The transaction will complete upon filing ECM's amended certificate of incorporation with Pennsylvania on July 1, 2026.
Added in current filing · verify on EDGAR →
ORI received subscriptions for approximately $24,667,369.00 through the sale of shares at a purchase price of $25.8025 per share, which represented a 35.00% discount to the volume-weighted average trading price of $39.6961 for the 10-trading day period ending Monday, June 29, 2026.
ORI raised approximately $24.7 million by selling shares to ECM members, employees, and directors at $25.8025 per share, a 35% discount to the 10-day volume-weighted average price of $39.6961. This discounted offering is typical in mutual-to-stock conversions to provide consideration to converting members.
Event · Exhibit 99.1
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Plan of Conversion, upon the filing of ECM’s amended and restated articles of incorporation with the Secretary of State of the Commonwealth of Pennsylvania on July 1, 2026, Old Republic will deliver up to approximately 956 thousand shares of its common stock, which represents the maximum number of shares to be sold in the offering, and complete its acquisition of the ECM Group.
Old Republic will issue up to approximately 956,000 shares of common stock to complete the acquisition of the ECM Group on July 1, 2026, following the filing of ECM's amended articles of incorporation. This represents modest dilution of approximately 0.3% based on typical outstanding share counts for ORI.
Added in current filing · view on EDGAR →
today announced the results of the special meeting of the members of Everett Cash Mutual Insurance Co. (“ECM”) held this morning at which members approved, among other matters, the conversion of ECM from a mutual insurance company to a stock insurance company named ECM Insurance Company and the acquisition of ECM Insurance Company and its subsidiaries (the “ECM Group”) by Old Republic.
ECM members voted to approve the conversion from a mutual to a stock insurance company and the subsequent acquisition by Old Republic. This member approval was the final step needed to complete the transaction and integrate ECM's commercial agricultural insurance business into Old Republic's specialty insurance operations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 6, 2026 · How we verify