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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.
ProAssurance Corporation executive Robert David Francis reported dispositions of all his equity in connection with the company’s merger with The Doctors Company. A total of 31,196 shares of common stock were cancelled at $25.00 per share in cash as merger consideration.
In addition, several blocks of time-based and performance-based restricted stock units, each representing the right to receive one share of common stock, automatically vested at the merger’s effective time, were cancelled, and entitled him to receive cash based on the same $25.00-per-share merger consideration. Following these actions, the filing shows no remaining common stock or restricted stock units held directly by Francis.
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.
PROASSURANCE CORP director Samuel A. Di Piazza Jr. reported dispositions of common stock tied to the closing of the company’s merger with The Doctors Company. He surrendered a total of 44,952 shares of common stock to the issuer at $25.00 per share, receiving cash instead of shares.
Footnotes explain that, at the merger’s effective time, all outstanding common shares and director deferred stock awards were cancelled and converted into the right to receive the Merger Consideration of $25.00 per share in cash. Following these transactions, Di Piazza no longer holds ProAssurance common stock.
PROASSURANCE CORP director Richard J. Bielen reported a disposition of 10,621 shares of Common Stock in connection with the company’s merger. Each share of Common Stock outstanding immediately before the effective time of the merger was cancelled and converted into the right to receive $25.00 in cash.
The 10,621 shares, including director deferred stock awards, were converted into a cash payment based on this $25.00 per share merger consideration, and Bielen’s reported direct Common Stock holdings became zero following the transaction.
PROASSURANCE CORP executive Noreen Dishart reported dispositions tied to the company’s merger with The Doctors Company. On June 26, 2026, she disposed of 27,868 shares of Common Stock in a transaction with the issuer at $24.47 per share, reducing her direct common stock holdings to zero.
In connection with the same merger, her outstanding time-based and performance-based restricted stock units (RSUs) covering 5,987, 9,175, and 18,477 underlying shares of Common Stock were cancelled. Under the merger terms, each share of Common Stock was converted into the right to receive $25.00 per share in cash, and vested RSUs became entitled to equivalent cash payments, leaving her with no remaining RSU or derivative holdings in PRA.
PROASSURANCE CORP executive Jeffrey Patton Lisenby reported the cash-out of his equity holdings in connection with the company’s merger. He disposed of 98,066 shares of common stock in a disposition to the issuer at $25.00 per share, consistent with the merger terms. In addition, several blocks of restricted stock units, each representing one share of common stock, were cancelled at the merger’s effective time and converted into cash based on the same $25.00 per-share merger consideration. Following these transactions, the filing shows no remaining common stock or RSU holdings for the reporting person.
PROASSURANCE CORP President & CEO Rand Edward Lewis Jr reported dispositions in connection with the closing of the company’s merger with The Doctors Company. On June 26, 2026, all 293,945 shares of common stock he held were cancelled and converted into the right to receive $25.00 per share in cash under the merger terms.
The filing also shows 47,529, 29,665 and 95,714 outstanding restricted stock units, each representing one share of common stock, were cancelled at the effective time of the merger. These vested and entitled him to cash equal to the number of underlying shares multiplied by the same $25.00 per share merger consideration. Following these transactions, no common stock or RSUs are shown as beneficially owned.
ProAssurance Corporation files a Post‑Effective Amendment No. 1 to deregister unsold securities under Registration Statement File No. 333-265155 following its acquisition by The Doctors Company. The filing states the Company was acquired pursuant to an Agreement and Plan of Merger dated March 19, 2025, and that the Company is terminating all offerings under the Registration Statement as of June 26, 2026.
ProAssurance Corporation completed its merger with The Doctors Company, with each outstanding share of ProAssurance common stock converted into the right to receive $25.00 in cash, without interest. ProAssurance survives as the merger subsidiary and is now a wholly owned subsidiary of The Doctors Company.
At the effective time, outstanding restricted stock units, performance shares (at target), and deferred stock accounts tied to ProAssurance shares vested or converted and became rights to the same $25.00 per share cash consideration, subject to applicable tax withholding where noted. ProAssurance also fully repaid and terminated its Second Amended and Restated Credit Agreement and released related liens and guarantees.
In connection with the change in control, all prior directors ceased serving, and a new board and officer group, including Richard Anderson as Chairman and CEO, was installed. ProAssurance has requested NYSE delisting via Form 25 and plans to file Form 15 to terminate registration and suspend ongoing Exchange Act reporting, and it has adopted amended and restated charter and bylaws.