OLD REPUBLIC INTERNATIONAL CORPORI

OLD REPUBLIC INTERNATIONAL CORP Earnings Per Share Disclosure

10-KFiled Feb 26, 20261 min read
Net Income Per Share
Consolidated basic earnings per share excludes the dilutive effect of common stock equivalents and is computed by dividing net income available to common stockholders by the weighted-average number of common shares actually outstanding for the year. Diluted earnings per share is similarly calculated with the inclusion of dilutive common stock equivalents. The following table reconciles net income and the number of shares used in the basic and diluted earnings per share calculations.
Years Ended December 31:202520242023
Numerator:
Net income to shareholders
$935.4 $852.7 $598.6 
Denominator:
Basic weighted-average shares (a)245,121,426 258,032,085 282,732,526 
Effect of dilutive securities - stock-based compensation awards
6,192,434 4,848,546 2,738,538 
Diluted adjusted weighted-average shares (a)251,313,860262,880,631285,471,064
Earnings per share:Basic$3.82 $3.30 $2.12 
Diluted$3.72 $3.24 $2.10 
Anti-dilutive common stock equivalents excluded from
earnings per share computations:
Stock-based compensation awards
1,006,525 — 2,234,500 
__________

(a)    In calculating earnings per share, accounting standards require that common shares owned by the ORI 401(k) Plan that are unallocated to participants in the plan be excluded from the calculation. Such shares are issued and outstanding, and have the same voting and other rights applicable to all other common shares.

Historical Timeline

Fiscal YearFiled
2025Feb 26, 2026Showing above
2024Feb 27, 2025
2023Feb 28, 2024
2022Feb 24, 2023
2021Feb 28, 2022

About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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