UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)

 (Mark One)
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2024 OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _____________________________ to ______________________________

 Commission File Number:
 001-10607

 OLD REPUBLIC INTERNATIONAL CORPORATION
 (Exact name of registrant as specified in its charter)

 Delaware
 36-2678171

 (State or other jurisdiction of
 (IRS Employer Identification No.)

 incorporation or organization)

 307 North Michigan Avenue
 Chicago
 Illinois
 60601

 (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

 Common Stock / $1 par value
 ORI
 New York Stock Exchange

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 Yes: No:

 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.

 Large accelerated filer

 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.

 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)
 *
 Restated Certificate of Incorporation. (Exhibit 3(A) to Registrant's Form 10-Q filed August 7, 2023).

 (B)
 *
 Amended and Restated By-laws. (Exhibit 3.1 to Registrant's Form 8-K filed January 9, 2024).

 (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)
 *
 Form of Indenture dated as of August 15, 1992 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee (refiled as Exhibit 4.1 to Registrant's Form 8-K filed April 22, 2009).

 (C)
 *
 Supplemental Indenture No. 1 dated as of June 15, 1997, supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form 8-A filed June 16, 1997).

 (D)
 *
 Supplemental Indenture No. 2 dated as of December 31, 1997 supplementing the Indenture. (Exhibit 4.3 to the Registrant's Form S-3/A filed January 7, 1998).

 (E)
 *
 Fifth Supplemental Indenture dated as of September 25, 2014 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed September 25, 2014).

 (F)
 *
 Sixth Supplemental Indenture dated as of August 26, 2016 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed August 26, 2016).

 (G)
 *
 Seventh Supplemental Indenture dated as of June 11, 2021 between Old Republic International Corporation and the Wilmington Trust Company, as Trustee. (Exhibit 4.1 to Registrant's Form 8-K filed June 8, 2021).

 (H)
 *
 Eighth Supplemental Indenture dated as of March 28, 2024, between the Company and Wilmington Trust Company, as trustee (including the form of Notes). (Exhibit 4.1 to Registrant's Form 8-K filed March 28, 2024).

 (I)

 *
 Description of Common Stock of the Registrant (Exhibit 4(H) to Registrant's Form 10-K filed February 24, 2023).

 (10)
 Material contracts.

 **
 (A)
 *
 Old Republic International Corporation Key Employees Performance Recognition Plan. (Exhibit 10(A) to Registrant's Annual Report on Form 10-K for 2018).

 **
 (B)
 *
 Amended and Restated Old Republic International Corporation 2006 Incentive Compensation Plan. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2014).

 **
 (C)
 *
 Old Republic International Corporation 2016 Incentive Compensation Plan. (Exhibit 99.1 to Registrant's Form 8-K filed May 28, 2015).

 **
 (D)
 *
 Forms of Agreement for Old Republic International Corporation to use as a Sign-On Restricted Stock Award or as a Restricted Stock Award for awards granted to certain employees or officers of the Registrant or its Subsidiaries. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2017).

 **
 (E)
 *
 Old Republic International Corporation 2022 Incentive Compensation Plan. (Exhibit 10.1 to Registrant's Form 8-K filed May 31, 2022).

 **
 (F)
 *
 Amendment to the Old Republic International Corporation 2022 Incentive Compensation Plan (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (Exhibit Index, Continued)

 **
 (G)

 *
 Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.2 to Registrant's Form 8-K filed May 31, 2022).

 **
 (H)

 *
 Form of Stock Option Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.3 to Registrant's Form 8-K filed March 8, 2024) (2024 Form).

 **
 (I)

 *
 Old Republic International Corporation Form of Stock Option Award Agreement (2022 Incentive Compensation Plan) (2025 Form) (Exhibit 10(I) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 **
 (J)

 *
 Old Republic International Corporation Form of Restricted Stock Award Agreement (2022 Incentive Compensation Plan). (Exhibit 10.3 to Registrant's Form 8-K filed May 31, 2022).

 **
 (K)

 *
 Old Republic International Corporation 2023 Cash Incentive Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 21, 2023).

 **
 (L)

 *
 Form of Award Agreement for Old Republic International Corporation 2023 Cash Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 21, 2023).

 **
 (M)

 *
 Form of Indemnity Agreement between Old Republic International Corporation and each of its directors and certain officers. (Exhibit 10(F) to Registrant's Annual Report on Form 10-K for 2018.)

 (N)

 *
 Form of Tax Sharing Agreement between Old Republic International Corporation and each of its subsidiary companies. (Exhibit 10(a) to Registrant's Form 10-Q filed March 31, 2013).

 **
 (O)

 *
 Old Republic International Corporation Nonqualified Deferred Compensation Plan (Exhibit 10.1 to Registrant's Form 8-K filed September 19, 2024).

 **
 (P)

 *
 Form of Restricted Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.1 to Registrant's Form 8-K filed March 8, 2024).

 **
 (Q)

 *

 Form of Performance-Based Stock Unit Award Agreement for Old Republic 2022 Stock Incentive Plan (Exhibit 10.2 to Registrant's Form 8-K filed March 8, 2024).

 **
 (R)

 *

 Form of Non-Employee Director Award Agreement (2022 Incentive Compensation Plan)(Exhibit 10(R) to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (19)
 *

 Old Republic International Corporation Securities Trading Policy (Exhibit 19 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (21)
 *

 Subsidiaries of the registrant (Exhibit 21 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (23.1)
 Consent of KPMG LLP.

 (24)
 *

 Powers of attorney (Exhibit 24 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (31.1)
 Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 (31.2)
 Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 (32.1)
 *

 Certification by Craig R. Smiddy, Chief Executive Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.1 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (32.2)
 *

 Certification by Frank J. Sodaro, Chief Financial Officer, pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Exhibit 32.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (Exhibit Index, Continued)

 (97)
 *
 Old Republic International Corporation Compensation Recovery Policy (Exhibit 97 to Registrant's Form 10-K filed February 28, 2023).

 (99)
 *
 ORI 401(k) Savings and Profit Sharing Plan restated effective January 1, 2025 (Exhibit 99 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

 (101.INS)

 (101.SCH)

 (101.CAL)

 (101.DEF)

 (101.LAB)

 (101.PRE)

 * 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.

 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