ProAssurance (PRA) director’s 31,298 shares cashed out at $25 in merger

Rhea-AI Filing Summary

PROASSURANCE CORP director Maye Head Frei reported a disposition of shares in connection with the company’s merger. On June 26, 2026, 31,298 shares of Common Stock were disposed of to the issuer at $25.00 per share, leaving no shares reported as owned after the transaction.

This transaction reflects the closing of the merger in which a subsidiary of The Doctors Company combined with ProAssurance, with ProAssurance continuing as a wholly owned subsidiary. At the merger’s effective time, each outstanding common share, including deferred director shares, was cancelled and converted into the right to receive $25.00 in cash, subject to applicable withholding taxes.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FREI MAYE HEAD

Role null

Type	Security	Shares	Price	Value
Disposition	Common Stock	31,298	$25.00	$782K

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: 31,298 shares Merger consideration: $25.00 per share Post-transaction holdings: 0 shares

3 metrics

Shares disposed 31,298 shares Disposition to issuer on June 26, 2026

Merger consideration $25.00 per share Cash paid for each common share at Effective Time

Post-transaction holdings 0 shares Total shares reported owned after disposition

Key Terms

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

4 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

"subject to the Deferred Shares immediately prior to the Effective Time, multiplied by (b) 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 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.

Director Deferred Stock Compensation Plan financial

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

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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 - 12:23 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^*

FREI MAYE HEAD

(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)		31,298(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 Maye Head Frei?

PROASSURANCE CORP reported that director Maye Head Frei disposed of 31,298 shares of Common Stock. The shares were surrendered to the issuer at $25.00 per share as part of the closing mechanics of the merger with a subsidiary of The Doctors Company.

At what price were Maye Head Frei’s PRA shares converted in the merger?

Each share of PROASSURANCE CORP common stock was converted into the right to receive $25.00 in cash. This per-share merger consideration applied at the effective time of the merger and was subject to any applicable withholding taxes under the merger agreement.

How many PRA shares did Maye Head Frei hold after the reported Form 4 transaction?

Following the reported transaction, Maye Head Frei’s Form 4 shows zero shares of PROASSURANCE CORP Common Stock owned. Her previously held shares were cancelled at the merger’s effective time and converted into the right to receive cash based on the $25.00 per-share merger consideration.

What happened to deferred director shares of PROASSURANCE CORP in the merger?

Deferred shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan were converted at the merger’s effective time. Each deferred share, including dividend equivalents converted into shares, became a right to receive cash equal to the number of shares multiplied by the $25.00 merger consideration.

Who acquired PROASSURANCE CORP in the merger referenced in this Form 4?

PROASSURANCE CORP entered into a merger with Jackson Acquisition Corporation, a wholly owned subsidiary of The Doctors Company. After the merger, ProAssurance survived as a wholly owned subsidiary of The Doctors Company, and its outstanding common shares were cancelled for cash consideration.