ProAssurance (PRA) director’s 25,184 shares cashed out at $25 in merger

Rhea-AI Filing Summary

PROASSURANCE CORP director COBARRUBIAS FABILOA reported a disposition of 25,184 shares of Common Stock back to the issuer at $25.00 per share. This reflects how their equity was treated when ProAssurance merged with The Doctors Company.

According to the merger terms, a subsidiary of The Doctors Company merged into ProAssurance, leaving ProAssurance as a wholly owned subsidiary. At the merger’s effective time, each outstanding share of ProAssurance common stock was cancelled and converted into the right to receive $25.00 in cash, subject to taxes. Deferred stock awards held under the ProAssurance Corporation Director Deferred Stock Compensation Plan were similarly converted into cash based on the same $25.00 per share merger consideration. Following this cash-out treatment, the filing shows the director with zero shares of common stock remaining.

Insights

Equity compensation and M&A specialist

Director’s shares were cashed out at $25 in a merger-driven transaction.

The filing shows director COBARRUBIAS FABILOA disposed of 25,184 ProAssurance common shares at $25.00 per share. Footnotes tie this directly to the completed merger with The Doctors Company, where all outstanding common shares were cancelled and converted to cash.

This is a disposition to issuer linked to the merger, not an open‑market trade. Deferred stock compensation was also converted into a cash right at the same price. After the effective time on June 26, 2026, the director’s reported common stock holdings fell to zero, consistent with ProAssurance becoming a wholly owned subsidiary.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider COBARRUBIAS FABILOA

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	25,184	$25.00	$630K

Holdings After Transaction: 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. 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). 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: 25,184 shares Merger cash price: $25.00 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 25,184 shares Disposition to issuer on June 26, 2026

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

Post-transaction holdings 0 shares Total common shares held after merger-related disposition

Key Terms

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

3 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.

Director Deferred Stock Compensation Plan financial

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 12:19 PM Accepted by SEC EDGAR 06/26/2026 - 12:18 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^*

COBARRUBIAS FABILOA

(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)		25,184(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)

FAQ

What insider transaction did PROASSURANCE CORP (PRA) report for COBARRUBIAS FABILOA?

PROASSURANCE CORP reported that director COBARRUBIAS FABILOA disposed of 25,184 shares of Common Stock. The shares were returned to the issuer at $25.00 per share as part of the company’s merger transaction with The Doctors Company.

How were PRA shareholders compensated in The Doctors Company merger?

Each share of PROASSURANCE CORP Common Stock was cancelled and converted into a right to receive $25.00 in cash per share. This applied to issued and outstanding shares at the effective time, subject to certain excluded shares and applicable withholding taxes under the merger agreement.

What happened to PRA director deferred stock awards in the merger?

Director deferred stock awards under the ProAssurance Corporation Director Deferred Stock Compensation Plan were converted into cash rights. The cash amount equaled the number of deferred shares, including dividend equivalents converted to shares, multiplied by the $25.00 per share merger consideration at the effective time.

Did COBARRUBIAS FABILOA retain any PROASSURANCE CORP shares after the merger?

No, the Form 4 shows total shares following the transaction at zero. All reported common shares were cancelled and converted into cash at $25.00 per share in connection with the merger, leaving no remaining common stock holdings for the director in the filing.

Is the PRA Form 4 transaction an open-market sale or a merger-related disposition?

The transaction is a merger-related disposition to the issuer, not an open-market sale. The Form 4 uses code D for disposition to issuer, and footnotes link the cancellation and $25.00 per share cash payment directly to the closing of the merger with The Doctors Company.