ProAssurance director shares cashed out at $25

ProAssurance Corporation director Staci Pierce reported a disposition of common stock tied to the company’s merger.

Rhea-AI Filing Summary

ProAssurance Corporation director Staci Pierce reported a disposition of common stock tied to the company’s merger. On June 26, 2026, 10,621 shares of ProAssurance common stock were cancelled and converted into cash at $25.00 per share under the merger agreement with The Doctors Company.

This transaction was a disposition to the issuer as part of the merger closing, not an open-market trade. Following the cash-out, Pierce no longer holds any ProAssurance common stock.

Insider Trade Summary

Disposition: 10,621 shares

Disposition 1 txn

Insider Pierce Staci

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	10,621	$25.00	$266K

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. 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

Shares disposed: 10,621 shares Merger cash price: $25.00 per share Director holdings after transaction: 0 shares

3 metrics

Shares disposed 10,621 shares Common Stock cancelled in merger on June 26, 2026

Merger cash price $25.00 per share Cash consideration for each share of common stock

Director holdings after transaction 0 shares Total shares held by Staci Pierce following disposition

Key Terms

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

4 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.

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

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did ProAssurance (PRA) director Staci Pierce report?

Director Staci Pierce reported a disposition of 10,621 shares of ProAssurance common stock. The shares were cancelled and converted to cash at $25.00 per share in connection with the closing of the merger with The Doctors Company.

Was Staci Pierce’s ProAssurance (PRA) transaction an open-market sale?

No, the transaction was not an open-market sale. The 10,621 shares were cancelled and converted to cash at $25.00 per share as part of the merger consideration, described as a disposition to the issuer rather than a stock market trade.

What price did ProAssurance (PRA) shareholders receive in the merger?

Each issued and outstanding share of ProAssurance common stock, other than certain excluded shares, was converted into the right to receive $25.00 per share in cash. This cash amount is referred to in the disclosure as the Merger Consideration for shareholders.

How many ProAssurance (PRA) shares does Staci Pierce hold after the merger?

After the merger-related disposition, Staci Pierce holds zero shares of ProAssurance common stock. Her 10,621 shares were cancelled and cashed out at $25.00 per share when the merger with The Doctors Company became effective and ProAssurance became a subsidiary.

How were ProAssurance (PRA) deferred stock awards treated in the merger?

Deferred stock awards under the Director Deferred Stock Compensation Plan were converted into a cash right. At the merger’s effective time, the total number of deferred shares, including dividend equivalents, was multiplied by the $25.00 per share Merger Consideration and paid in cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 12:21 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
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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^*

Pierce Staci

(Last) (First) (Middle)

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)		10,621(2)	D	$25(3)	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. 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)