ProAssurance (PRA) director’s 44,952 shares cashed out at $25 in merger

Rhea-AI Filing Summary

PROASSURANCE CORP director Samuel A. Di Piazza Jr. reported dispositions of common stock tied to the closing of the company’s merger with The Doctors Company. He surrendered a total of 44,952 shares of common stock to the issuer at $25.00 per share, receiving cash instead of shares.

Footnotes explain that, at the merger’s effective time, all outstanding common shares and director deferred stock awards were cancelled and converted into the right to receive the Merger Consideration of $25.00 per share in cash. Following these transactions, Di Piazza no longer holds ProAssurance common stock.

Insights

Equity compensation and M&A specialist

Director’s shares cashed out at $25 in go-private merger.

The filing shows Samuel A. Di Piazza Jr. disposing of ProAssurance common stock back to the issuer at $25.00 per share. Footnotes link these transactions directly to the closing of the merger with The Doctors Company, where all outstanding shares were cancelled for cash.

This is not an open-market sale but the mechanical cash-out of equity as the company becomes a wholly owned subsidiary of the buyer. Deferred stock awarded under the Director Deferred Stock Compensation Plan was similarly converted into cash based on the same merger price, standard for director compensation in a cash merger.

Because the transactions reflect execution of previously agreed merger terms, they mainly confirm that the deal closed and equity holders, including directors, are being paid the $25.00-per-share consideration rather than retaining an ongoing stake in ProAssurance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Di Piazza Samuel A Jr.

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	39,386	$25.00	$985K
Disposition	Common Stock	5,566	$25.00	$139K

Holdings After Transaction: Common Stock — 5,566 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. Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares"). At the effective time of the Merger ("Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, the Deferred Shares, and any accrued dividend equivalents in such deferred compensation accounts that have been converted into Deferred Shares were converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") subject to the Deferred Shares immediately prior to the Effective Time, multiplied by (b) the Merger Consideration (as defined below). Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records. At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, each share of 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").

Key Figures

Disposition 1 shares: 5,566 shares Disposition 2 shares: 39,386 shares Total common shares disposed: 44,952 shares +4 more

7 metrics

Disposition 1 shares 5,566 shares Common Stock disposed to issuer on June 26, 2026

Disposition 2 shares 39,386 shares Common Stock disposed to issuer on June 26, 2026

Total common shares disposed 44,952 shares Aggregate of reported dispositions tied to merger cash-out

Merger consideration price $25.00 per share Cash paid for each ProAssurance common share at Effective Time

Post-transaction holdings 0 shares Common stock held by Samuel A. Di Piazza Jr. after dispositions

Merger agreement date March 19, 2025 Date of Agreement and Plan of Merger among parties

Merger closing date June 26, 2026 Effective Time when shares were cancelled for cash

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, Director Deferred Stock Compensation Plan, +1 more

5 terms

Agreement and Plan of Merger regulatory

"On June 26, 2026, 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

"...was cancelled and converted into the right to receive $25.00 per share in cash... (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.

Effective Time regulatory

"At the effective time of the Merger ("Effective Time"), upon the terms and subject to the conditions..."

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.

Director Deferred Stock Compensation Plan financial

"Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares")."

Deferred Shares financial

"Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares")."

Deferred shares are a class of stock whose economic benefits or certain shareholder rights are delayed or paid later than ordinary shares—for example, dividends may be paid only after other shareholders receive theirs, or voting or redemption rights may be postponed. For investors, that timing difference matters because deferred shares typically offer lower near-term income and different risk, affecting expected returns, priority in payouts, and the share’s market value; think of them like a delayed paycheck compared with a regular salary.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 12:18 PM Accepted by SEC EDGAR 06/26/2026 - 12:17 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^*

Di Piazza Samuel A Jr.

(Last) (First) (Middle)

C/O PROASSURANCE COPORATION

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		39,386(2)(3)	D	$25(4)	5,566	D
Common Stock	06/26/2026		D(1)		5,566	D	$25(4)	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

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. Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares"). At the effective time of the Merger ("Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, the Deferred Shares, and any accrued dividend equivalents in such deferred compensation accounts that have been converted into Deferred Shares were converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") subject to the Deferred Shares immediately prior to the Effective Time, multiplied by (b) the Merger Consideration (as defined below).

3. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.

4. At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, each share of 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").

Remarks:

	Lee M. Pope, with Power of Attorney for the 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 insider transaction did PRA director Samuel A. Di Piazza Jr. report?

He reported disposing of ProAssurance (PRA) common stock back to the issuer. The Form 4 shows two disposition transactions totaling 44,952 shares, both priced at $25.00 per share, recorded in connection with the closing of the company’s merger with The Doctors Company.

Was the PRA director’s Form 4 a market sale or a merger-related cash-out?

The transactions were merger-related cash-outs, not open-market sales. Footnotes state that, at the merger’s effective time, each outstanding ProAssurance common share was cancelled and converted into the right to receive $25.00 per share in cash, subject to withholding taxes.

How many PRA shares did Samuel A. Di Piazza Jr. hold after the transactions?

After the reported dispositions, he held no ProAssurance common stock. One transaction line shows zero shares following the disposition, and the other reflects a reconciliatory adjustment, together indicating his common stock position was fully cashed out in the merger.

What price did PRA shareholders receive in the merger with The Doctors Company?

They received a cash payment of $25.00 per share. Footnotes describe that each share of ProAssurance common stock outstanding immediately before the effective time was cancelled and converted into the right to receive $25.00 per share in cash, without interest, subject to applicable withholding taxes.

How were PRA director deferred stock awards treated in the merger?

Deferred stock awards were converted into cash at the merger price. Shares under the ProAssurance Corporation Director Deferred Stock Compensation Plan, including dividend equivalents converted into deferred shares, became the right to receive cash equal to the total deferred shares multiplied by the $25.00 merger consideration.

What structural change occurred to ProAssurance (PRA) in this merger?

ProAssurance became a wholly owned subsidiary of The Doctors Company. A merger subsidiary of The Doctors Company merged into ProAssurance, with ProAssurance surviving the merger and all its publicly held common shares cancelled in exchange for the cash consideration at $25.00 per share.