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

Rhea-AI Filing Summary

PROASSURANCE CORP director Scott C. Syphax disposed of 25,184 shares of Common Stock at $25.00 per share as part of a cash merger. The shares were cancelled and converted into the right to receive the cash merger consideration, leaving him with zero directly owned shares after the transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SYPHAX SCOTT C

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 Shares after transaction: 0 shares

3 metrics

Shares disposed 25,184 shares Common Stock cancelled in merger on June 26, 2026

Merger cash price $25.00 per share Cash merger consideration for each PRA Common share

Shares after transaction 0 shares Directly owned PRA Common Stock post-disposition

Key Terms

Agreement and Plan of Merger, Merger Consideration, Director Deferred Stock Compensation Plan, Effective Time, +1 more

5 terms

Agreement and Plan of Merger regulatory

"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.

Director Deferred Stock Compensation Plan financial

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

Effective Time regulatory

"At the effective time of the Merger ("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.

Merger Sub regulatory

"Jackson Acquisition Corporation, a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer..."

A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/26/2026 - 12:23 PM Accepted by SEC EDGAR 06/26/2026 - 12:22 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^*

SYPHAX SCOTT C

(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 did PROASSURANCE CORP (PRA) director Scott C. Syphax report in this Form 4?

Scott C. Syphax reported a disposition of Common Stock in connection with a merger. His shares were cancelled and converted into a right to receive cash at $25.00 per share, leaving no remaining directly owned shares after the transaction.

How many PROASSURANCE CORP (PRA) shares did Scott C. Syphax dispose of?

He disposed of 25,184 shares of PROASSURANCE CORP Common Stock. These shares were cancelled at the merger’s effective time and converted into a cash payment based on the $25.00 per share merger consideration described in the Merger Agreement.

What price per share did Scott C. Syphax receive for his PRA stock in the merger?

Each share of Common Stock was converted into the right to receive $25.00 in cash, without interest and subject to applicable withholding taxes. This $25.00 amount is defined in the Merger Agreement as the cash merger consideration for outstanding PRA shares.

Why were Scott C. Syphax’s PRA shares disposed of in this transaction?

The disposition occurred because a merger closed in which a subsidiary of The Doctors Company merged into PROASSURANCE CORP. At the effective time, each outstanding PRA share was cancelled and converted into the right to receive the $25.00 per share cash merger consideration.

What happened to Scott C. Syphax’s deferred stock awards at PROASSURANCE CORP (PRA)?

Deferred stock awards under the Director Deferred Stock Compensation Plan, including dividend equivalents converted into deferred shares, were converted into the right to receive cash. The cash amount equaled the number of underlying PRA shares multiplied by the $25.00 per share merger consideration.

How many PROASSURANCE CORP (PRA) shares does Scott C. Syphax hold after this Form 4 transaction?

The Form 4 shows 0 shares of Common Stock directly owned after the transaction. All reported shares were cancelled at the merger’s effective time and converted into cash rights based on the stated $25.00 per share merger consideration.