ProAssurance (PRA) executive exits holdings as merger pays $25 per share in cash

Rhea-AI Filing Summary

ProAssurance Corporation executive Robert David Francis reported dispositions of all his equity in connection with the company’s merger with The Doctors Company. A total of 31,196 shares of common stock were cancelled at $25.00 per share in cash as merger consideration.

In addition, several blocks of time-based and performance-based restricted stock units, each representing the right to receive one share of common stock, automatically vested at the merger’s effective time, were cancelled, and entitled him to receive cash based on the same $25.00-per-share merger consideration. Following these actions, the filing shows no remaining common stock or restricted stock units held directly by Francis.

Insights

Equity compensation analyst

Executive equity cancelled for cash in merger; no trading signal.

The filing shows ProAssurance officer Robert David Francis disposing of common shares and restricted stock units due to the merger with The Doctors Company. The disposition code is a return of securities to the issuer, not an open-market trade.

Common stock was cancelled for $25.00 per share in cash, and unvested RSUs vested, were cancelled, and paid out in cash based on the same merger consideration. Because these events are driven by the merger terms rather than discretionary buying or selling, they carry limited signal about Francis’s view of the company.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider FRANCIS ROBERT DAVID

Role Pres Healthcare Pro. Liability

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	23,720	$0.00	--
Disposition	Restricted Stock Units	8,764	$0.00	--
Disposition	Restricted Stock Units	11,778	$0.00	--
Disposition	Common Stock	31,196	$25.00	$780K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 0 shares (Direct, null)

Footnotes (1)

1. On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025 (the "Merger Agreement"), among ProAssurance Corporation (the "Issuer"), The Doctors Company ("Parent") and Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") that was issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $25.00 per share in cash, without interest, and subject to any applicable withholding taxes (the "Merger Consideration"). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock. Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.

Key Figures

Common shares cancelled: 31,196 shares Merger consideration per share: $25.00 per share RSU block 1 cancelled: 11,778 RSUs +4 more

7 metrics

Common shares cancelled 31,196 shares Common Stock disposition to issuer at merger effective time

Merger consideration per share $25.00 per share Cash paid for each share of ProAssurance common stock

RSU block 1 cancelled 11,778 RSUs Restricted Stock Units disposed to issuer, underlying common stock

RSU block 2 cancelled 8,764 RSUs Restricted Stock Units disposed to issuer, underlying common stock

RSU block 3 cancelled 23,720 RSUs Restricted Stock Units disposed to issuer, underlying common stock

Transactions coded as dispositions 4 transactions Form 4 transactionSummary disposeCount

Post-transaction common holdings 0 shares Total shares following transaction reported as zero

Key Terms

Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025"

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.

Merger Consideration financial

"subject to any applicable withholding taxes (the "Merger Consideration")"

Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), upon the terms"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

Disposition to issuer financial

"transaction_action":"issuer disposition","transaction_code_description":"Disposition to issuer""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 12:19 PM Accepted by SEC EDGAR 06/26/2026 - 12:19 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FRANCIS ROBERT DAVID

(Last) (First) (Middle)

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM ALABAMA 35209

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
PROASSURANCE CORP [ PRA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Pres Healthcare Pro. Liability

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/26/2026		D(1)		31,196	D	$25(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	06/26/2026		D(1)			23,720	(4)	(4)	Common Stock	23,720	(4)	0	D
Restricted Stock Units	(3)	06/26/2026		D(1)			8,764	(4)	(4)	Common Stock	8,764	(4)	0	D
Restricted Stock Units	(3)	06/26/2026		D(1)			11,778	(4)	(3)	Common Stock	11,778	(4)	0	D

Explanation of Responses:

1. On June 26, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of March 19, 2025 (the "Merger Agreement"), among ProAssurance Corporation (the "Issuer"), The Doctors Company ("Parent") and Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

2. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Common Stock") that was issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was cancelled and converted into the right to receive $25.00 per share in cash, without interest, and subject to any applicable withholding taxes (the "Merger Consideration").

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.

4. Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.

Remarks:

	Lee M. Pope POA for Reporting Person	06/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did ProAssurance (PRA) executive Robert David Francis report in this Form 4?

He reported disposing of all his ProAssurance equity in connection with the merger. His common stock and restricted stock units were cancelled and converted into cash based on the merger consideration, leaving no remaining holdings reported in this filing.

How many ProAssurance (PRA) common shares were cancelled in the merger for Francis?

The filing shows 31,196 shares of ProAssurance common stock cancelled. Each share was converted into the right to receive cash equal to the $25.00 per-share merger consideration under the Agreement and Plan of Merger.

How were Robert David Francis’s ProAssurance (PRA) restricted stock units treated?

Outstanding unvested restricted stock units automatically vested at the effective time, were cancelled, and entitled him to a cash payment. The amount equaled the number of underlying shares multiplied by the $25.00 per-share merger consideration specified in the merger agreement.

Does this ProAssurance (PRA) Form 4 indicate open-market buying or selling?

No, the transactions are coded as dispositions to the issuer related to the merger. Shares and restricted stock units were cancelled and converted into cash per the merger terms, rather than traded in open-market purchases or sales by the executive.

What is the merger consideration described in the ProAssurance (PRA) Form 4 footnotes?

The merger consideration is $25.00 in cash for each share of ProAssurance common stock. At the effective time of the merger, issued and outstanding shares were cancelled and converted into this cash amount, subject to applicable withholding taxes.

Does Robert David Francis hold any ProAssurance (PRA) equity after these transactions?

The filing reports zero common shares and zero restricted stock units following the transactions. This indicates he no longer has directly reported ProAssurance equity positions after the merger-related cancellations and cash payments.