ProAssurance (NYSE: PRA) CEO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

ProAssurance Corp President and CEO Edward Rand Jr reported multiple equity award transactions on common stock and restricted stock units. On February 25, 2026, he exercised several batches of restricted stock units into common shares at $24.47 per share and increased his direct common stock holdings.

In connection with these equity events, 30,436 common shares were disposed of to cover tax liabilities, a non–open-market, tax-withholding transaction. Footnotes explain that each restricted stock unit represents a right to one common share that generally vests in equal one-third installments over three-year periods between 2024 and 2029, with accelerated vesting upon death, disability, certain employment terminations, or Compensation Committee action.

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^*

Rand Edward Lewis Jr

(Last) (First) (Middle)

C/OPROASSURANCE CORPORATION

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)

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

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		18,435(1)	A	$24.47(2)	270,951	D
Common Stock	02/25/2026		M		29,666(3)	A	$24.47	300,617	D
Common Stock	02/25/2026		M		23,766(4)	A	$24.47	324,383	D
Common Stock	02/25/2026		F		30,436	D	$24.47	293,947	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)	Common Stock	95,714		95,714	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	29,665		29,665	D
Restricted Stock Units	(4)							(4)	(4)	Common Stock	47,529		47,529	D
Restricted Share Units	(3)	02/25/2026		M			29,666	(3)	(3)	Common Stock	29,666	$0	0	D
Restricted Share Units	(4)	02/25/2026		M			23,766	(4)	(4)	Common Stock	23,766	$0	0	D
Restricted Share Units	(1)	02/25/2026		M			18,435	(1)	(1)	Common Stock	18,435	$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 2024 Equity Incentive 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 2024 Equity Incentive 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, POA for the Reporting Person	02/26/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did ProAssurance (PRA) report for its CEO?

ProAssurance reported that President and CEO Edward Rand Jr exercised multiple restricted stock unit awards into common stock and disposed of 30,436 shares to satisfy tax obligations. These movements reflect equity compensation activity, not open-market buying or selling of PRA shares.

Was the ProAssurance (PRA) CEO’s share disposition an open-market sale?

No, the reported disposition of 30,436 ProAssurance common shares was coded as a tax-withholding transaction. Shares were delivered to cover exercise price or tax liabilities, rather than being sold in the open market to third-party investors.

How do the ProAssurance (PRA) CEO’s restricted stock units vest?

Each restricted stock unit generally converts into one ProAssurance common share and vests in three equal annual installments. Different grants vest across years from 2024 through 2029, assuming continued employment, with accelerated vesting for death, disability, certain terminations, or Compensation Committee decisions.

From which equity plans are the ProAssurance (PRA) CEO’s RSUs issued?

The CEO’s restricted stock units come from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan and the 2024 Equity Incentive Plan. Both plans settle RSUs in common stock plus cash amounts designed to approximate associated federal, state, and local tax obligations at vesting.

Does the ProAssurance (PRA) CEO still hold restricted stock units after these transactions?

Yes. After the reported transactions, the Form 4 shows ongoing holdings of restricted stock units with balances such as 95,714, 29,665, and 47,529 units. These continuing RSU positions are scheduled to vest over future years, subject to employment and plan conditions.

What triggers accelerated vesting of ProAssurance (PRA) RSUs for the CEO?

Accelerated vesting can occur upon termination of employment due to death, disability, or “Good Reason” as defined in the CEO’s employment agreement. The Compensation Committee of the Board may also act to accelerate vesting, according to the footnotes describing the equity awards.