ProAssurance (NYSE: PRA) merger cashes out executive equity at $25
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Shook Kevin Merrick reported disposition transactions in this Form 4 filing.
PROASSURANCE CORP executive Kevin Merrick Shook, President of a subsidiary, reported that all of his equity in the company was cashed out in connection with the merger with The Doctors Company. On June 26, 2026, 53,237 shares of common stock were cancelled and converted into the right to receive $25.00 per share in cash.
On the same date, three awards of restricted stock units covering 11,778, 7,686 and 23,720 shares of common stock were also cancelled. Under the merger terms, these outstanding, unvested RSUs automatically vested and entitled him to a cash payment based on the $25.00 per share merger consideration. Following these transactions, the filing shows he no longer holds ProAssurance common stock or RSUs.
Positive
- None.
Negative
- None.
Insights
Executive equity was cashed out at a fixed merger price, not sold on the open market.
The transactions reflect a merger-driven cleanup of Kevin Merrick Shook’s ProAssurance equity, not discretionary trading. All common shares and unvested restricted stock units converted into cash at the agreed merger consideration of $25.00 per share.
Code D indicates dispositions to the issuer as part of the merger mechanics, consistent with the Agreement and Plan of Merger. With total holdings reduced to zero and no remaining derivatives in the filing, this looks like a standard cash-out when ProAssurance became a wholly owned subsidiary, rather than a market signal about the business.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Shook Kevin Merrick
Role
President of a Subsidiary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 23,720 | $0.00 | -- |
| Disposition | Restricted Stock Units | 7,686 | $0.00 | -- |
| Disposition | Restricted Stock Units | 11,778 | $0.00 | -- |
| Disposition | Common Stock | 53,237 | $25.00 | $1.33M |
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: 53,237 shares
Merger cash price: $25.00 per share
RSU block 1: 11,778 units
+4 more
7 metrics
Common shares disposed
53,237 shares
Cancelled for cash at $25.00 per share in merger
Merger cash price
$25.00 per share
Cash consideration for each share of ProAssurance common stock
RSU block 1
11,778 units
Restricted stock units converted to cash at merger at $25.00 per share
RSU block 2
7,686 units
Restricted stock units cancelled for cash based on merger consideration
RSU block 3
23,720 units
Outstanding RSUs vested and paid in cash at $25.00 per share
Transactions marked as dispositions
4 transactions
Form 4 transaction summary shows disposeCount of 4
Common shares after transaction
0 shares
Total shares of common stock following the reported disposition
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit, time-based and performance-based RSUs, +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.
restricted stock unit financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
time-based and performance-based RSUs financial
"the outstanding, unvested time-based and performance-based RSUs... automatically and immediately vested and were cancelled..."
disposition to issuer regulatory
"transaction_code_description: "Disposition to issuer" for each reported transaction."
FAQ
What insider transaction did Kevin Merrick Shook report in PRA stock?
Kevin Merrick Shook reported disposing of all his ProAssurance (PRA) equity in connection with the company’s merger. His common shares and restricted stock units were cancelled and converted into cash based on the merger consideration of $25.00 per share.
What happened to Kevin Merrick Shook’s restricted stock units in the PRA merger?
Three restricted stock unit awards covering 11,778, 7,686 and 23,720 underlying PRA shares vested at the merger effective time. They were then cancelled and entitled him to a cash payment calculated using the $25.00 per share merger consideration.
Does Kevin Merrick Shook hold any ProAssurance (PRA) equity after these transactions?
According to the Form 4, he holds no ProAssurance common stock or restricted stock units after these transactions. All reported equity positions were cancelled and converted into cash as part of the June 26, 2026 merger structure.
Was the PRA insider transaction an open-market sale or part of the merger?
The disposition is part of the merger, not an open-market sale. Code D and the footnotes explain that the shares and RSUs were cancelled and converted into the right to receive $25.00 per share in cash at the merger’s effective time.