ProAssurance (PRA) EVP equity cashed out at $25 per share in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PROASSURANCE CORP executive Jeffrey Patton Lisenby reported the cash-out of his equity holdings in connection with the company’s merger. He disposed of 98,066 shares of common stock in a disposition to the issuer at $25.00 per share, consistent with the merger terms. In addition, several blocks of restricted stock units, each representing one share of common stock, were cancelled at the merger’s effective time and converted into cash based on the same $25.00 per-share merger consideration. Following these transactions, the filing shows no remaining common stock or RSU holdings for the reporting person.
Positive
- None.
Negative
- None.
Insights
Executive equity is cashed out as part of a completed merger.
The transactions show an Executive Vice-President’s common shares and restricted stock units being cancelled or surrendered in exchange for cash when ProAssurance became a wholly owned subsidiary of The Doctors Company under a merger agreement dated March 19, 2025.
Each common share was converted into the right to receive $25.00 in cash, and outstanding time-based and performance-based RSUs vested and were paid out in cash at the same price. The filing reflects a structural change in ownership rather than open-market trading by the insider.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Lisenby Jeffrey Patton
Role
Executive Vice-President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 23,720 | $0.00 | -- |
| Disposition | Restricted Stock Units | 11,778 | $0.00 | -- |
| Disposition | Restricted Stock Units | 7,686 | $0.00 | -- |
| Disposition | Common Stock | 98,066 | $25.00 | $2.45M |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (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. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records. At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "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"). Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock. Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
Key Figures
Common shares disposed: 98,066 shares
Merger consideration per share: $25.00 per share
RSU block 1 cancelled: 7,686 RSUs
+4 more
7 metrics
Common shares disposed
98,066 shares
Disposition to issuer at merger effective time
Merger consideration per share
$25.00 per share
Cash paid for each common share at effective time
RSU block 1 cancelled
7,686 RSUs
Outstanding unvested RSUs converted to cash at $25.00
RSU block 2 cancelled
11,778 RSUs
Outstanding unvested RSUs converted to cash at $25.00
RSU block 3 cancelled
23,720 RSUs
Outstanding unvested RSUs converted to cash at $25.00
Holdings after transaction
0 shares / 0 RSUs
Total shares and RSUs following merger-related dispositions
Dispose transaction count
4 transactions
All recorded as disposition to issuer on Form 4
Key Terms
Agreement and Plan of Merger, Merger Consideration, Restricted Stock Units, disposition to issuer, +1 more
5 terms
Agreement and Plan of Merger regulatory
"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.
Restricted Stock Units financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
Effective Time regulatory
"At the effective time of the Merger (the "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.
FAQ
What insider transaction did PRA executive Jeffrey Patton Lisenby report on this Form 4?
He reported disposing of his ProAssurance common stock and restricted stock units to the issuer. 98,066 common shares and multiple RSU awards were cancelled in connection with the merger and converted into cash based on the merger’s per-share consideration.
How were PRA restricted stock units treated for Jeffrey Patton Lisenby in the merger?
His outstanding time-based and performance-based restricted stock units automatically vested at the merger’s effective time. They were cancelled and paid out in cash equal to the number of shares underlying the RSUs multiplied by the $25.00 per-share merger consideration.
What corporate transaction triggered the PRA Form 4 filing for Jeffrey Patton Lisenby?
The filing was triggered by a merger in which Jackson Acquisition Corporation, a subsidiary of The Doctors Company, merged with ProAssurance. ProAssurance survived as a wholly owned subsidiary, and its common stock and RSUs were cashed out for $25.00 per share.