PRA (PRA) CFO Hendricks exercises RSUs, withholds shares to cover tax obligations

Rhea-AI Filing Summary

PROASSURANCE CORP Chief Financial Officer Dana S. Hendricks reported multiple equity award transactions involving restricted stock units and common shares on February 25, 2026. Hendricks exercised several batches of restricted stock units, converting 5,890, 7,686, and 3,981 restricted stock units into the same number of common shares, all reported at a transaction price of $24.47 per share for the common stock entries.

In a separate transaction coded F, Hendricks disposed of 7,623 common shares at a reported price of $24.47 per share to satisfy exercise price or tax obligations. Following these transactions, Hendricks directly owned 45,603 shares of common stock and maintained several outstanding restricted stock unit awards with reported balances of 23,720, 7,686, and 11,778 units, which vest in pro rata installments over future years if employment conditions are met.

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

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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^*

HENDRICKS DANA S

(Last) (First) (Middle)

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM AL 35209

(City) (State) (Zip)

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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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

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

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

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	02/25/2026		M		3,981(1)	A	$24.47(2)	39,650	D
Common Stock	02/25/2026		M		7,686(3)	A	$24.47	47,336	D
Common Stock	02/25/2026		M		5,890(4)	A	$24.47	53,226	D
Common Stock	02/25/2026		F		7,623	D	$24.47	45,603	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	(5)							(5)	(5)	Common Stock	23,720		23,720	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	7,686		7,686	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	11,778		11,778	D
Restricted Stock Unit	(4)	02/25/2026		M			5,890	(4)	(4)	Common Stock	5,890	$0	0	D
Restricted Share Units	(3)	02/25/2026		M			7,686	(3)	(3)	Common Stock	7,686	$0	0	D
Restricted Stock Units	(1)	02/25/2026		M			3,981	(1)	(1)	Common Stock	3,981	$0	0	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2024, 2025 and 2026 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

2. The RSUs were priced on February 24, 2026, per the direction of the Compensation Committee of the ProAssurance Corporation Board of Directors.

3. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2025, 2026 and 2027 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2026, 2027 and 2028 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

5. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2027, 2028 and 2029 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

Remarks:

	Lee M. Pope, POA for Reporting Person	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did PRA CFO Dana S. Hendricks report on February 25, 2026?

Dana S. Hendricks reported exercising multiple restricted stock unit awards into PRA common shares and a related tax-withholding disposition. Several RSU grants converted into common stock, and 7,623 shares were withheld to cover exercise price or tax liabilities, leaving a substantial direct common stock holding.

How many PROASSURANCE (PRA) shares did the CFO acquire through RSU exercises?

The CFO exercised restricted stock units into 5,890, 7,686, and 3,981 PRA common shares. Each batch matched the number of underlying units, reflecting derivative exercises or conversions, and was reported with a common stock transaction price of $24.47 per share in the non-derivative entries.

What does the F-coded transaction mean in the PRA Form 4 for the CFO?

The F-coded transaction shows a disposition of 7,623 PRA common shares at $24.47 per share. This code indicates shares were delivered to pay the exercise price or tax obligations tied to equity awards, rather than an open-market sale initiated for investment reasons.

How many PROASSURANCE (PRA) common shares does the CFO own after these transactions?

After the reported derivative exercises and tax-withholding disposition, the CFO directly owned 45,603 shares of PRA common stock. This figure reflects the final direct ownership balance disclosed in the Form 4, following all transactions reported for February 25, 2026.

What ongoing restricted stock unit awards does the PRA CFO hold after the Form 4 events?

The filing shows the CFO holding restricted stock unit awards with balances of 23,720, 7,686, and 11,778 units. These RSUs vest in equal one‑third installments over successive years, contingent on continued employment, and are settled in common shares plus cash for associated tax amounts.

How are the PRA CFO’s restricted stock units structured and when do they vest?

Each restricted stock unit represents a right to receive one PRA common share under the 2014 equity plan. Footnotes state awards vest pro rata in one‑third increments over three consecutive years, with potential accelerated vesting upon death, disability, Good Reason termination, or Compensation Committee action.