ProAssurance (PRA) EVP Lisenby exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

ProAssurance Corp executive Jeffrey Patton Lisenby, Executive Vice-President and General Counsel, exercised restricted stock units into common shares of ProAssurance on February 25, 2026. He acquired 17,557 shares of common stock through derivative exercises at a reference price of $24.47 per share, with 7,615 shares disposed of to cover tax liabilities. Following these transactions, he directly owned 98,286 shares of common stock. The related restricted stock units were granted under the company’s 2014 and 2024 equity incentive plans and generally vest in equal annual installments over three years, with potential accelerated vesting upon death, disability, Good Reason termination, or Compensation Committee action.

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^*

Lisenby Jeffrey Patton

(Last) (First) (Middle)

C/O PROASSURANCE CORPORATION

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM AL 35209-6811

(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)	X	Other (specify below)
	Executive Vice-President		Secretary & General Counsel

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)	92,325	D
Common Stock	02/25/2026		M		7,686(3)	A	$24.47	100,011	D
Common Stock	02/25/2026		M		5,890(4)	A	$24.47	105,901	D
Common Stock	02/25/2026		F		7,615	D	$24.47	98,286	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	(4)							(4)	(4)	Common Stock	11,778		11,778	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	7,686		7,686	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 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 2024 Equity Incentive 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 executive Jeffrey Patton Lisenby report on this Form 4?

Jeffrey Patton Lisenby reported exercising restricted stock units into ProAssurance common stock and a related tax-withholding share disposition. He converted derivative awards into 17,557 common shares and had 7,615 shares withheld to satisfy tax obligations, reflecting routine equity compensation activity rather than an open-market stock trade.

How many ProAssurance (PRA) shares did Jeffrey Patton Lisenby acquire and dispose of?

Lisenby acquired 17,557 shares of ProAssurance common stock through derivative exercises and disposed of 7,615 shares in a tax-withholding transaction. These movements resulted from restricted stock unit vesting and settlement, rather than discretionary buying or selling in the open market by the executive.

What is Jeffrey Patton Lisenby’s ProAssurance (PRA) share ownership after the reported transactions?

After the reported derivative exercises and tax-withholding disposition, Lisenby directly owned 98,286 shares of ProAssurance common stock. This figure reflects his updated direct holdings following settlement of restricted stock units granted under the company’s equity incentive plans and the associated share-based tax payments.

How were the restricted stock units for ProAssurance (PRA) structured and when do they vest?

Each restricted stock unit represents a right to receive one ProAssurance common share under the 2014 or 2024 equity plans. The RSUs generally vest in one-third increments over three years tied to employment continuity, with accelerated vesting upon death, disability, Good Reason termination, or Compensation Committee action.

Was the ProAssurance (PRA) insider transaction a tax sale or an open-market sale?

The Form 4 shows a tax-withholding disposition coded as “F,” indicating shares were delivered to cover tax obligations on vested awards. This differs from an open-market sale, as the transaction settled compensation-related taxes rather than reflecting a discretionary decision to sell shares on the market.

Which equity incentive plans granted the ProAssurance (PRA) restricted stock units to Lisenby?

The restricted stock units were issued under the ProAssurance Corporation 2014 Equity Incentive Compensation Plan and the 2024 Equity Incentive Plan. These plans provide share-based compensation that vests over several years, with settlement partly in stock and partly in cash approximating federal, state, and local tax obligations.