Merger pays ProAssurance (NYSE: PRA) CEO $25 per share for all equity
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
PROASSURANCE CORP President & CEO Rand Edward Lewis Jr reported dispositions in connection with the closing of the company’s merger with The Doctors Company. On June 26, 2026, all 293,945 shares of common stock he held were cancelled and converted into the right to receive $25.00 per share in cash under the merger terms.
The filing also shows 47,529, 29,665 and 95,714 outstanding restricted stock units, each representing one share of common stock, were cancelled at the effective time of the merger. These vested and entitled him to cash equal to the number of underlying shares multiplied by the same $25.00 per share merger consideration. Following these transactions, no common stock or RSUs are shown as beneficially owned.
Positive
- Merger consideration of $25.00 per share in cash was paid for all outstanding common shares, including the CEO’s holdings, confirming a full cash exit for equity holders at that price.
Negative
- None.
Insights
CEO equity fully cashed out via $25 per share merger.
The disclosure shows the ProAssurance CEO’s equity converting entirely into cash when the merger with The Doctors Company closed. Common shares and unvested restricted stock units were not sold on the market but cancelled for a fixed cash amount of $25.00 per share.
This clarifies how senior management was treated economically in the transaction and confirms no continuing equity stake is reported after closing. It reinforces that all outstanding common shares and eligible RSUs participated in the same merger consideration, aligning executives with other shareholders on the June 26, 2026 effective time.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Rand Edward Lewis Jr
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 95,714 | $0.00 | -- |
| Disposition | Restricted Stock Units | 29,665 | $0.00 | -- |
| Disposition | Restricted Stock Units | 47,529 | $0.00 | -- |
| Disposition | Common Stock | 293,945 | $25.00 | $7.35M |
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: 293,945 shares
Merger consideration per share: $25.00 per share
RSUs block 1: 47,529 RSUs
+3 more
6 metrics
Common shares disposed
293,945 shares
Disposition to issuer at merger effective time
Merger consideration per share
$25.00 per share
Cash paid for each share of common stock
RSUs block 1
47,529 RSUs
Outstanding unvested RSUs vested and cancelled for cash
RSUs block 2
29,665 RSUs
Outstanding unvested RSUs vested and cancelled for cash
RSUs block 3
95,714 RSUs
Outstanding unvested RSUs vested and cancelled for cash
Shares after transaction
0 shares
Common stock beneficially owned following merger-related disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, Effective Time, restricted stock unit ("RSU"), +1 more
5 terms
Agreement and Plan of Merger financial
"On June 26, 2026, 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 financial
"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 unit ("RSU") financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock."
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 ProAssurance (PRA) CEO Rand Edward Lewis Jr report in this Form 4?
He reported that all his ProAssurance common shares and outstanding restricted stock units were cancelled in the merger and converted into cash. Each share of common stock and eligible RSU received $25.00 per share in cash under the merger agreement.
What happened to the ProAssurance (PRA) restricted stock units held by the CEO?
Outstanding unvested restricted stock units automatically vested at the merger’s effective time and were cancelled. The filing lists blocks of 47,529, 29,665 and 95,714 RSUs, each entitling the holder to cash equal to shares multiplied by the $25.00 merger consideration.