All regulatory approvals in for ProAssurance (NYSE: PRA) merger with The Doctors Company
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
ProAssurance Corporation reports that all regulatory approvals required to complete its merger with The Doctors Company have been received. Insurance regulators in all relevant jurisdictions have approved the deal, and U.S. antitrust review under the Hart-Scott Rodino Act previously received early termination.
ProAssurance stockholders had already approved the merger-related proposals at a special meeting held on June 24, 2025. The company now expects the merger to close on June 26, 2026, with ProAssurance becoming a wholly owned subsidiary of The Doctors Company, subject to satisfaction or waiver of remaining customary closing conditions.
Positive
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Negative
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Insights
All approvals secured; ProAssurance merger nearing closing.
ProAssurance confirms that every required insurance and antitrust approval for its merger with The Doctors Company is now in hand. This substantially derisks execution, leaving only customary closing conditions before ProAssurance becomes a wholly owned subsidiary.
Stockholders had already supported the transaction at the June 24, 2025 special meeting, and the FTC granted early HSR termination on July 2, 2025. With closing expected on June 26, 2026, the filing mainly updates timing and confirms regulatory clearance, reinforcing the likelihood that the previously announced transaction will be completed as planned.
8-K Event Classification
Item 8.01 — Other Events
1 item
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Expected merger closing date: June 26, 2026
Shareholder approval date: June 24, 2025
HSR early termination date: July 2, 2025
+1 more
4 metrics
Expected merger closing date
June 26, 2026
Closing of merger with The Doctors Company, subject to remaining conditions
Shareholder approval date
June 24, 2025
Special meeting of ProAssurance stockholders approving merger-related proposals
HSR early termination date
July 2, 2025
FTC granted early termination of Hart-Scott Rodino waiting period for the merger
Insurance regulatory approvals
All jurisdictions
All Insurance Regulators for ProAssurance’s operating subsidiaries approved the merger by June 23, 2026
Key Terms
Agreement and Plan of Merger, Hart-Scott Rodino Antitrust Improvements Act of 1976, forward-looking statements, termination fee, +1 more
5 terms
Agreement and Plan of Merger financial
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Hart-Scott Rodino Antitrust Improvements Act of 1976 regulatory
"granted early termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976"
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust regulators and observe a waiting period so authorities can review the deal for competition concerns. Think of it like asking a neighborhood committee for permission and time to check before two households combine: the review can delay, modify, or block a transaction, so investors watch HSR filings closely because they affect deal timing, completion risk, and potential value changes.
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
termination fee financial
"circumstance that could give rise to the termination of the merger, including in circumstances requiring ProAssurance to pay a termination fee"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
special meeting of stockholders financial
"held a special meeting of stockholders at which holders of ProAssurance’s common stock approved"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
UNITED STATES | |||||
SECURITIES AND EXCHANGE COMMISSION | |||||
Washington, D.C. 20549 | |||||
FORM | |||||
CURRENT REPORT | |||||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
Date of Report (Date of earliest event reported): June 23, 2026 | |||||
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(Exact name of registrant as specified in its charter) | |||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Office ) | (Zip code) | ||||||||||
Registrant’s telephone number, including area code: | ||||||||
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 | ||||||
| Indicate by check mark whether the registrant is an emerging growth company 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. ¨ | |||||
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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 and a wholly owned subsidiary of The Doctors Company (“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 June 24, 2025, ProAssurance held a special meeting of stockholders at which holders of ProAssurance’s common stock approved each of the proposals voted on at the meeting relating to the transactions contemplated by the Merger Agreement. 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 with respect to the Merger.
In connection with the Merger, The Doctors Company submitted certain filings and notices under applicable Insurance Laws (as defined in the Merger Agreement) to the insurance regulators in the jurisdictions where ProAssurance’s operating insurance subsidiaries are domiciled (the “Insurance Regulators”). As of June 23, 2026, The Doctors Company has received approval from all Insurance Regulators with respect to the Merger.
All required regulatory approvals to complete the Merger have now been received. The closing of the Merger is expected to occur on June 26, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement.
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 Securities Exchange Act of 1934. 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 integration matters; (h) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; (i) legislative, regulatory and economic developments; (j) potential business uncertainty,
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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 th e 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, 2025 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: June 23, 2026
| PROASSURANCE CORPORATION | ||
| by: /s/ Jeffrey P. Lisenby | ||
| ----------------------------------------------------- | ||
| Jeffrey P. Lisenby General Counsel | ||
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FAQ
What did ProAssurance (PRA) announce in this 8-K filing?
ProAssurance announced that all regulatory approvals required for its merger with The Doctors Company have been received. The company now expects the merger to close on June 26, 2026, subject to remaining customary closing conditions in the merger agreement.
When is the ProAssurance (PRA) merger expected to close?
The merger between ProAssurance and The Doctors Company is expected to close on June 26, 2026. Completion remains subject to the satisfaction or waiver of the remaining customary closing conditions specified in the previously signed merger agreement.
What regulatory approvals has ProAssurance (PRA) obtained for the merger?
The Doctors Company and ProAssurance obtained approvals from all relevant insurance regulators where ProAssurance’s operating subsidiaries are domiciled. In addition, the U.S. Federal Trade Commission granted early termination of the Hart-Scott Rodino waiting period on July 2, 2025.
What will happen to ProAssurance (PRA) after the merger closes?
After closing, ProAssurance will continue as the surviving corporation and become a wholly owned subsidiary of The Doctors Company. The merger structure involves a merger subsidiary combining with ProAssurance under the terms of the existing merger agreement.