ProAssurance (PRA) executive converts RSUs and withholds shares for taxes

Rhea-AI Filing Summary

ProAssurance Corporation subsidiary president Kevin Merrick Shook reported multiple equity award transactions. On February 25, 2026, he exercised several batches of Restricted Share Units (RSUs), converting them into ProAssurance common stock at a reference price of $24.47 per share, and then disposed of 7,587 shares to cover tax obligations. After these transactions, he directly owned 53,447 shares of common stock.

The RSUs come from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan and generally vest in equal one‑third installments over three years across award cycles spanning 2024–2029, subject to continued employment. Vesting accelerates upon death, disability, or certain employment terminations defined as Good Reason, and RSUs are settled in a mix of shares and cash approximately equal to taxes.

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^*

Shook Kevin Merrick

(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)
	President of a Subsidiary

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)	47,458	D
Common Stock	02/25/2026		M		7,686(3)	A	$24.47	55,144	D
Common Stock	02/25/2026		M		5,890(4)	A	$24.47	61,034	D
Common Stock	02/25/2026		F		7,587	D	$24.47	53,447	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 Share Units	(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 Share 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 the Reporting Person	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Kevin Merrick Shook report at ProAssurance (PRA)?

Kevin Merrick Shook reported exercising multiple Restricted Share Units into ProAssurance common stock and disposing of 7,587 shares to cover tax obligations. Following these transactions, he directly held 53,447 shares of common stock in the company.

How many ProAssurance (PRA) shares does the insider own after this Form 4?

After the reported equity award exercises and related tax-withholding disposition, Kevin Merrick Shook directly owns 53,447 shares of ProAssurance common stock. This reflects his holdings after converting RSUs and having 7,587 shares withheld or disposed to satisfy tax liabilities.

What are the key terms of the ProAssurance (PRA) Restricted Stock Units in this filing?

Each RSU represents a contingent right to receive one share of ProAssurance common stock under the 2014 Equity Incentive Compensation Plan. The RSUs vest in equal one‑third installments over three‑year periods and can accelerate upon death, disability, or qualifying Good Reason termination events.

Over what period do the ProAssurance (PRA) RSUs reported here vest?

The RSUs in this filing vest pro rata in one‑third installments over three years for each grant, with award cycles covering years such as 2024–2026, 2025–2027, 2026–2028, and 2027–2029, provided continuous employment with ProAssurance or one of its subsidiaries is maintained.

Why were 7,587 ProAssurance (PRA) shares disposed of in this Form 4?

The 7,587 ProAssurance common shares were disposed of in a transaction coded “F,” indicating delivery of shares to pay the exercise price or satisfy tax liabilities. This is a tax‑withholding disposition associated with the RSU exercises, not an open‑market sale.

From which plan do Kevin Merrick Shook’s ProAssurance (PRA) RSUs originate?

The RSUs reported for Kevin Merrick Shook were issued under the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. Each RSU entitles him to one share of ProAssurance common stock upon settlement, plus a cash component approximately equal to the related tax obligations.