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.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 27,868 shares
Net Sell
4 txns
Insider
Dishart Noreen
Role
Executive VP/Chief HR Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 18,477 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units | 9,175 | $0.00 | $0.00 |
| Disposition | Restricted Stock Units | 5,987 | $0.00 | $0.00 |
| Disposition | Common Stock | 27,868 | $24.47 | $682K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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.
- F2. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.
- F3. 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").
- F4. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
- F5. 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"
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.
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 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
