ProAssurance (PRA) HR chief exercises RSUs, withholds 5,917 shares for taxes

Rhea-AI Filing Summary

ProAssurance Corporation executive Noreen Dishart, Executive VP and Chief HR Officer, exercised restricted stock units into common shares and had a portion withheld for taxes. On February 25, 2026, she converted 4,588, 5,987, and 3,101 restricted stock units into the same number of common shares at a stated price of $24.47 per share. To cover tax obligations, 5,917 common shares were disposed of as a tax-withholding transaction, leaving her with 27,740 shares of ProAssurance common stock held directly.

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^*

Dishart Noreen

(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)
	Executive VP/Chief HR 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		3,101(1)	A	$24.47(2)	23,082	D
Common Stock	02/25/2026		M		5,987(3)	A	$24.47	29,069	D
Common Stock	02/25/2026		M		4,588(4)	A	$24.47	33,657	D
Common Stock	02/25/2026		F		5,917	D	$24.47	27,740	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)	(5)	Common Stock	18,477		18,477	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	9,175		9,175	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	5,987		5,987	D
Restricted Stock Unit	(4)	02/25/2026		M			4,588	(4)	(4)	Common Stock	4,588	$0	0	D
Restricted Stock Units	(3)	02/25/2026		M			5,987	(3)	(3)	Common Stock	5,987	$0	0	D
Restricted Share Units	(1)	02/25/2026		M			3,101	(1)	(1)	Common Stock	3,101	$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 with Power of Attorney for Reporting Person	02/26/2026
	** 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).
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FAQ

What insider transaction did PRA executive Noreen Dishart report?

Noreen Dishart reported the exercise of multiple restricted stock unit awards into ProAssurance common stock and a related tax-withholding share disposition. These transactions reflect equity compensation vesting and do not represent an open-market purchase or sale of additional shares.

How many ProAssurance (PRA) shares did Noreen Dishart acquire?

On February 25, 2026, Noreen Dishart acquired 4,588, 5,987, and 3,101 ProAssurance common shares through the exercise of restricted stock units. Each unit converted into one share under the company’s equity incentive plan as part of her executive compensation.

Did Noreen Dishart sell ProAssurance (PRA) shares in the market?

The filing shows a disposition of 5,917 ProAssurance common shares coded as a tax-withholding transaction. This indicates shares were withheld to satisfy tax obligations, rather than an open-market sale initiated for investment reasons or portfolio rebalancing.

What is Noreen Dishart’s ProAssurance common stock holding after the Form 4?

Following the reported transactions, Noreen Dishart directly holds 27,740 shares of ProAssurance common stock. This balance reflects shares received from restricted stock unit exercises, net of those withheld and disposed of to cover associated tax liabilities.

At what price were the ProAssurance (PRA) transactions reported?

The Form 4 reports a price of $24.47 per share for the common stock issued in connection with the restricted stock unit exercises and the related tax-withholding disposition. This price is used for reporting purposes in the equity compensation and tax-settlement entries.

How do ProAssurance restricted stock units (RSUs) work for Noreen Dishart?

Each restricted stock unit represents a contingent right to receive one ProAssurance common share under the 2014 Equity Incentive Compensation Plan. Units vest in annual one-third increments across specified years, with vesting accelerating upon events like death, disability, or qualifying termination.