ProAssurance (PRA) executive exits equity as $25-per-share cash merger closes

Rhea-AI Filing Summary

PROASSURANCE CORP executive Noreen Dishart reported dispositions tied to the company’s merger with The Doctors Company. On June 26, 2026, she disposed of 27,868 shares of Common Stock in a transaction with the issuer at $24.47 per share, reducing her direct common stock holdings to zero.

In connection with the same merger, her outstanding time-based and performance-based restricted stock units (RSUs) covering 5,987, 9,175, and 18,477 underlying shares of Common Stock were cancelled. Under the merger terms, each share of Common Stock was converted into the right to receive $25.00 per share in cash, and vested RSUs became entitled to equivalent cash payments, leaving her with no remaining RSU or derivative holdings in PRA.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Dishart Noreen

Role Executive VP/Chief HR Officer

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	18,477	$0.00	--
Disposition	Restricted Stock Units	9,175	$0.00	--
Disposition	Restricted Stock Units	5,987	$0.00	--
Disposition	Common Stock	27,868	$24.47	$682K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 0 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. 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: 27,868 shares Disposition price per share: $24.47 per share Merger cash consideration: $25.00 per share +4 more

7 metrics

Common shares disposed 27,868 shares Issuer disposition on June 26, 2026

Disposition price per share $24.47 per share Reported transaction price for common stock

Merger cash consideration $25.00 per share Cash paid for each PRA common share at effective time

RSUs block 1 cancelled 5,987 units Unvested RSUs converted to cash based on merger terms

RSUs block 2 cancelled 9,175 units Unvested RSUs converted to cash based on merger terms

RSUs block 3 cancelled 18,477 units Unvested RSUs converted to cash based on merger terms

Dispose transaction count 4 transactions All coded as issuer dispositions (D) on June 26, 2026

Key Terms

Agreement and Plan of Merger, Merger Consideration, Effective Time, Restricted Stock Units, +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.

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.

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.

time-based and performance-based RSUs financial

"the outstanding, unvested time-based and performance-based RSUs... automatically and immediately vested and were cancelled"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 12:16 PM Accepted by SEC EDGAR 06/26/2026 - 12:16 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^*

Dishart Noreen

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP/Chief HR Officer

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)		27,868(2)	D	$24.47(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
Restricted Stock Units	(4)	06/26/2026		D(1)			18,477	(5)	(5)	Common Stock	18,477	(5)	0	D
Restricted Stock Units	(4)	06/26/2026		D(1)			9,175	(5)	(5)	Common Stock	9,175	(5)	0	D
Restricted Stock Units	(4)	06/26/2026		D(1)			5,987	(5)	(5)	Common Stock	5,987	(5)	0	D

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

3. 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").

4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.

5. 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.

Remarks:

	Lee M. Pope with Power of Attorney for 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 did PRA executive Noreen Dishart report in this Form 4 filing?

Noreen Dishart reported issuer-related dispositions of PRA equity on June 26, 2026. She disposed of 27,868 shares of Common Stock and several blocks of RSUs that were cancelled in connection with ProAssurance’s merger with The Doctors Company, leaving no remaining PRA equity holdings.

How many PRA common shares did Noreen Dishart dispose of in the merger?

She disposed of 27,868 shares of ProAssurance common stock at $24.47 per share. These were cancelled in connection with the merger and converted into cash rights under the merger terms, which specified $25.00 per share in cash for each outstanding PRA common share.

What happened to Noreen Dishart’s restricted stock units in PRA?

Her restricted stock units covering 5,987, 9,175, and 18,477 underlying PRA common shares were cancelled at the merger’s effective time. Under the merger agreement, vested RSUs entitled her to cash equal to the number of underlying shares multiplied by the $25.00 merger consideration.

What cash consideration did PRA shareholders receive in the merger?

Each share of ProAssurance common stock outstanding immediately before the effective time was cancelled and converted into the right to receive $25.00 in cash per share. This amount was paid without interest and subject to applicable withholding taxes as specified in the merger agreement.

Does Noreen Dishart hold any PRA shares or RSUs after this Form 4?

Following the reported transactions, her total shares of PRA common stock and related RSUs are shown as zero. The filing reflects complete disposition of her PRA equity positions in connection with the merger, with all interests converted into cash rights under the merger consideration.

What corporate transaction triggered these PRA insider dispositions?

The dispositions were triggered by ProAssurance’s merger with The Doctors Company. Jackson Acquisition Corporation, a wholly owned subsidiary of The Doctors Company, merged into ProAssurance, leaving ProAssurance as a wholly owned subsidiary and converting all outstanding common shares into $25.00 per-share cash rights.