[8-K] ProAssurance Corporation Reports Material Event

Rhea-AI Filing Summary

Tempus AI, Inc. (symbol TEM) filed a Form 144 indicating that insider Ryan Fukushima intends to sell 20,000 common shares through Morgan Stanley Smith Barney on or about 07/07/2025. At the reference price used in the filing, the shares have an aggregate market value of $1.22 million. The proposed sale represents roughly 0.012 % of the company’s 168.1 million shares outstanding.

The stock was originally acquired as restricted-stock awards on 10/14/2015. The form also discloses that, within the past three months, the same insider (including 10b5-1 plan sales) has already disposed of 47,820 shares, generating gross proceeds of approximately $2.79 million across three transactions (20 k on 06/03/2025, 7.82 k on 05/20/2025, and 20 k on 05/06/2025).

The filing does not disclose any material non-public information and states the seller’s representation of compliance with Rule 10b5-1. While the dollar value is meaningful, the percentage of ownership being liquidated is small, suggesting limited direct impact on the share float. Nevertheless, continued insider selling can influence investor sentiment.

Positive

• Sale conducted under Rule 10b5-1, indicating a pre-arranged trading plan that reduces concerns about opportunistic timing.
• Only 0.012 % of shares outstanding are being sold, posing minimal dilution or liquidity risk.

Negative

• Continued insider selling trend—47,820 shares sold in prior three months, with another 20,000 planned—may signal reduced insider confidence.
• Aggregate insider proceeds exceed $4 million over a short period, potentially pressuring market sentiment.

Insights

Securities Analyst

TL;DR: Small (<0.02 %) insider sale adds to recent selling trend; sentiment negative but float impact immaterial.

The Form 144 shows another planned 20 k-share sale (~$1.22 M) by insider Ryan Fukushima after disposing of 47,820 shares since May. Cumulatively, the insider will have sold ~68 k shares, still under 0.05 % of shares outstanding, so dilution or liquidity effects are negligible. However, the pattern of sequential sales can weigh on market psychology, especially post-IPO companies where insider activity is closely watched. Presence of 10b5-1 designations mitigates allegations of opportunistic timing, but investors often interpret sustained insider selling as a lack-of-confidence signal. Overall impact: modestly negative for sentiment, not financially material.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM			8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 7, 2025
ProAssurance Corporation
(Exact name of registrant as specified in its charter)

Delaware			001-16533			63-1261433
(State or Other Jurisdiction of Incorporation)			(Commission File No.)			(IRS Employer Identification No.)

100 Brookwood Place,			Birmingham,			AL			35209
(Address of Principal Executive Office)									(Zip Code)

Registrant’s telephone number, including area code: (205) 877-4400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17CFR 240.13e-(c))

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, par value $0.01 per share			PRA			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨

ITEM 8.01 OTHER EVENTS

As previously announced, on March 19, 2025, ProAssurance Corporation, a Delaware corporation (“ProAssurance”), The Doctors Company, a California-domiciled reciprocal inter-insurance exchange (“The Doctors Company”) and Jackson Acquisition Corporation, a Delaware corporation (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into ProAssurance (the “Merger”), with ProAssurance continuing as the surviving corporation in the Merger as a wholly owned subsidiary of The Doctors Company.

On July 2, 2025, the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to the Merger.

The termination of the waiting period under the HSR Act satisfies one of the conditions for the closing of the pending acquisition, which is expected to be completed in the first half of 2026, but which remains subject to other customary closing conditions, including receipt of the remaining regulatory approvals. The Doctors Company and ProAssurance will continue to operate independently until closing occurs.

A copy of the news release issued on July 7, 2025 is attached hereto as Exhibit 99.1 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

99.1 News release of The Doctors Company and ProAssurance Corporation issued on July 7, 2025.

FORWARD-LOOKING STATEMENTS

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (a) the completion of the merger on the anticipated terms and timing, (b) the satisfaction of other conditions to the completion of the merger, including obtaining required regulatory approvals; (c) the risk ProAssurance’s stock price may fluctuate during the pendency of the merger and may decline if the merger is not completed; (d) potential litigation relating to the merger that could be instituted against ProAssurance or its directors, managers or officers, including the effects of any outcomes related thereto; (e) the risk that disruptions from the merger will harm ProAssurance’s business, including current plans and operations, including during the pendency of the merger; (f) the ability of ProAssurance to retain and hire key personnel; (g) the diversion of management’s time and attention from ordinary course business operations to completion of the merger and

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integration matters; (h) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merge; (i) legislative, regulatory and economic developments; (j) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect ProAssurance’s financial performance; (k) certain restrictions during the pendency of the merger that may impact ProAssurance’s ability to pursue certain business opportunities or strategic transactions; (l) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (m) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (n) unexpected costs, liabilities or delays associated with the transaction; (o) the response of competitors to the transaction; (p) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances requiring ProAssurance to pay a termination fee; and (q) other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 7, 2025

PROASSURANCE CORPORATION

by: /s/ Jeffrey P. Lisenby

-----------------------------------------------------

Jeffrey P. Lisenby
General Counsel

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FAQ

How many Tempus AI (TEM) shares are proposed for sale under this Form 144?

20,000 common shares are scheduled for sale.

What is the approximate dollar value of the planned sale?

The filing lists an aggregate market value of $1,219,400.

When is the expected sale date for the shares?

The sale is expected on or about 07/07/2025.

How many shares has the insider sold in the last three months?

A total of 47,820 shares were sold between May 6 and June 3 2025.

What percentage of Tempus AI’s outstanding shares does the new sale represent?

Roughly 0.012 % of the 168,072,456 shares outstanding.

Is the transaction part of a Rule 10b5-1 trading plan?

Yes. Prior sales are flagged as 10b5-1, and the filer affirms compliance with Rule 10b5-1 in the notice.