ProAssurance (PRA) CEO Rand Lewis awarded 95,714 new RSUs

Rhea-AI Filing Summary

ProAssurance Corporation’s President & CEO, Rand Edward Lewis Jr, reported an equity award in the form of restricted stock units. On January 7, 2026, he received 95,714 Restricted Stock Units (RSUs) at a price of $0 per unit, all held directly.

Each RSU gives a contingent right to one share of ProAssurance common stock under the company’s equity incentive plans. The newly reported RSUs tied to the 2014 Equity Incentive Compensation Plan are scheduled to vest in three equal installments in 2027, 2028, and 2029, as long as he remains employed with ProAssurance or its subsidiaries. Vesting can accelerate if his employment ends because of death, disability, Good Reason under his employment agreement, or by action of the Compensation Committee. When RSUs vest, they will be settled partly in shares and partly in cash to cover estimated taxes.

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

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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^*

Rand Edward Lewis Jr

(Last) (First) (Middle)

C/OPROASSURANCE CORPORATION

100 BROOKWOOD PLACE

(Street)

BIRMINGHAM AL 35209

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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
Restricted Share Units	(1)							(1)	(1)	Common Stock	71,295		71,295	D
Restricted Share Units	(2)							(2)	(2)	Common Stock	59,331		59,331	D
Restricted Share Units	(3)							(3)	(3)	Common Stock	18,435		18,435	D
Restricted Stock Units	(4)	01/07/2026		A		95,714		(4)	(4)	Common Stock	95,714	$0	95,714	D

Explanation of Responses:

1. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2024 Equity Incentive Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2026, 2027 and 2028 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2024 Equity Incentive Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2025, 2026 and 2027 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

3. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2024, 2025 and 2026 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2027, 2028 and 2029 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.

Remarks:

	Lee M. Pope, POA for the Reporting Person	01/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did ProAssurance (PRA) report for Rand Edward Lewis Jr?

The filing shows that Rand Edward Lewis Jr, President & CEO and a director of ProAssurance Corporation, reported an award of 95,714 Restricted Stock Units (RSUs) on January 7, 2026, held directly.

How many ProAssurance (PRA) RSUs were granted in this Form 4 filing?

The Form 4 reports that 95,714 Restricted Stock Units were awarded at a price of $0 per unit, all held directly by the reporting person following the transaction.

What is the vesting schedule for the new ProAssurance (PRA) RSU grant?

The RSUs referenced in footnote (4) will vest pro rata in one‑third increments in each of the years 2027, 2028, and 2029, conditioned on continued employment with ProAssurance or one of its subsidiaries through each vesting date.

Under which equity plans were the ProAssurance (PRA) RSUs issued?

The RSUs described in the filing are issued under the ProAssurance Corporation 2024 Equity Incentive Plan and the ProAssurance Corporation 2014 Equity Incentive Compensation Plan, each giving a right to receive one share of common stock per unit upon vesting.

What events can accelerate vesting of the ProAssurance (PRA) RSUs for the CEO?

Vesting of the RSUs may accelerate if employment ends due to death, disability, or Good Reason as defined in the CEO’s employment agreement, or by action of the Compensation Committee of the Board of Directors.

How will ProAssurance (PRA) settle the RSUs reported in this Form 4?

Upon vesting, each RSU will be settled in a combination of ProAssurance common stock and cash, with the cash portion described as approximately equal to applicable federal, state, and local taxes.