ProAssurance (PRA) awards 23,720 RSUs to subsidiary president Shook

Rhea-AI Filing Summary

ProAssurance Corporation reported an equity compensation grant to Kevin Merrick Shook, President of a subsidiary. On January 7, 2026, he received 23,720 Restricted Stock Units (RSUs) under the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. These RSUs vest pro rata in one-third increments in 2027, 2028 and 2029, conditioned on his continued employment, with vesting accelerating upon death, disability, Good Reason as defined in his employment agreement, or action by the Compensation Committee. The RSUs will be settled in shares of ProAssurance common stock and cash to cover estimated taxes. Following this award, he directly holds this new RSU grant and additional RSUs from prior awards, including 17,668, 15,372 and 3,981 units.

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)
01/07/2026

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

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 Share Units	(1)							(1)	(1)	Common Stock	17,668		17,668	D
Restricted Share Units	(2)							(2)	(2)	Common Stock	15,372		15,372	D
Restricted Share Units	(3)							(3)	(3)	Common Stock	3,981		3,981	D
Restricted Stock Units	(4)	01/07/2026		A		23,720		(4)	(4)	Common Stock	23,720	$0	23,720	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 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.

2. 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.

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 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.

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 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	01/08/2026
	** 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 ProAssurance (PRA) report for Kevin Merrick Shook?

ProAssurance disclosed that Kevin Merrick Shook, President of a subsidiary, was granted 23,720 Restricted Stock Units (RSUs) on January 7, 2026 under the company’s 2014 Equity Incentive Compensation Plan.

What is the vesting schedule for the 23,720 RSUs reported in the ProAssurance (PRA) Form 4?

The 23,720 RSUs vest pro rata in three equal parts during 2027, 2028 and 2029, provided Kevin Merrick Shook remains continuously employed by ProAssurance or one of its subsidiaries through each vesting date.

Under what conditions can the RSU vesting accelerate for the ProAssurance (PRA) insider grant?

Vesting of the RSUs accelerates if employment ends due to death, disability, or Good Reason as defined in Kevin Merrick Shook’s employment agreement, or by action of the Compensation Committee of ProAssurance’s Board.

How will the RSUs granted by ProAssurance (PRA) to Kevin Merrick Shook be settled?

Each RSU represents a contingent right to receive one share of ProAssurance common stock. The awards will be settled in shares of common stock plus cash approximately equal to applicable federal, state and local taxes.

What other RSU holdings does Kevin Merrick Shook report in the ProAssurance (PRA) Form 4?

In addition to the new grant, he reports direct beneficial ownership of prior RSU awards, including 17,668, 15,372 and 3,981 Restricted Stock Units, each linked to earlier multi-year vesting schedules.

Are the reported ProAssurance (PRA) RSUs held directly or indirectly by the insider?

The Form 4 identifies all the listed Restricted Stock Units as held with direct ownership by Kevin Merrick Shook, with no indirect ownership entity described in the filing.