Proassurance Cp SEC Filings

ProAssurance Corporation reported an equity compensation grant to Kevin Merrick Shook, President of a subsidiary. On January 7, 2026, he received 23,720 Restricted Stock Units (RSUs) under the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. These RSUs vest pro rata in one-third increments in 2027, 2028 and 2029, conditioned on his continued employment, with vesting accelerating upon death, disability, Good Reason as defined in his employment agreement, or action by the Compensation Committee. The RSUs will be settled in shares of ProAssurance common stock and cash to cover estimated taxes. Following this award, he directly holds this new RSU grant and additional RSUs from prior awards, including 17,668, 15,372 and 3,981 units.

ProAssurance Corporation granted equity compensation to a senior executive through restricted stock units. On January 7, 2026, Executive VP/Chief HR Officer Noreen Dishart received 18,477 Restricted Stock Units (RSUs) at a price of $0 per unit under the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. Each RSU represents the right to receive one share of ProAssurance common stock plus a cash amount approximately equal to applicable taxes.

The newly granted RSUs are scheduled to vest in three equal installments in 2027, 2028, and 2029, subject to continued employment, with accelerated vesting upon death, disability, certain qualifying employment terminations, or action by the Compensation Committee. The filing also shows previously granted RSUs with post-transaction balances of 13,763, 3,101, and 11,974 units, all held directly.

ProAssurance Corporation reported an insider equity award for executive Francis Robert David, President, Healthcare Professional Liability. On January 7, 2026, he received 23,720 Restricted Stock Units (RSUs) at a price of $0 per unit under the ProAssurance Corporation 2014 Equity Incentive Compensation Plan.

Each RSU represents the right to receive one share of ProAssurance common stock. The new award will vest in three equal annual installments in 2027, 2028, and 2029, as long as he remains continuously employed with ProAssurance or a subsidiary. Vesting can accelerate if employment ends due to death, disability, Good Reason as defined in his employment agreement, or by action of the Board’s Compensation Committee. Settlement will be in ProAssurance shares plus a cash amount approximately equal to applicable taxes.

ProAssurance Corporation reports a compensation decision tied to its pending merger with The Doctors Company. To address potential “excess parachute payment” issues under Section 280G of the tax code, the board’s Compensation Committee, in consultation with TDC and pursuant to the merger agreement, approved paying the company’s named executive officers approximately 80% of the annual cash incentive awards that are presently expected for 2025.

On December 5, 2025, the authorized payments were $998,400 for CEO Edward L. Rand, Jr., $369,873 for CFO Dana S. Hendricks, $381,998 for EVP/General Counsel Jeffrey P. Lisenby, $348,098 for Eastern Alliance Insurance Group President Kevin M. Shook, and $450,000 for Medical Professional Liability President Robert D. Francis. The committee based its decision on its assessment of the likelihood of achieving 2025 performance targets outlined in the 2025 proxy statement.

AllianceBernstein L.P. filed a Schedule 13G disclosing beneficial ownership of 2,711,805 ProAssurance (PRA) common shares, representing 5.3% of the class as of 09/30/2025. The firm reports sole voting power over 1,691,153 shares and sole dispositive power over 2,711,805 shares, with no shared voting or dispositive power.

The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

ProAssurance (PRA) reported third‑quarter results and updated its pending merger with The Doctors Company. Total revenues were $279,554 (in thousands) and net income was $1,446 (in thousands), for EPS of $0.03. Net premiums earned were $233,404 (in thousands) and net investment income was $40,442 (in thousands). Expenses totaled $275,185 (in thousands), driven by losses and loss adjustment expenses of $186,199 (in thousands) and operating expense of $46,817 (in thousands).

On the balance sheet, shareholders’ equity rose to $1,304,252 (in thousands), as accumulated other comprehensive loss improved to $(90,841) from $(172,391) at year‑end, while the reserve for losses and LAE decreased to $3,118,937 (in thousands). Year‑to‑date operating cash flow was $(12,476) (in thousands).

The company continues to pursue its all‑cash merger at $25.00 per share. Stockholders approved the deal; HSR early termination was granted, and regulatory approvals have been received in Alabama, the District of Columbia, Illinois, Missouri and Vermont, with reviews pending in California, Pennsylvania and Texas. Transaction costs were $3.0 million in Q3 and $14.6 million year‑to‑date. The company anticipates closing by June 30, 2026, subject to remaining conditions.

ProAssurance Corporation filed an 8‑K stating it furnished a news release with results for the quarter ended September 30, 2025. The release is included as Exhibit 99.1.

The company also updated its online disclosure of its entire investment portfolio through September 30, 2025, available under Quarterly Results in the Financial Information section of its Investor Relations website. The furnished information, including Exhibit 99.1, is not deemed “filed” under the Exchange Act.

ProAssurance (PRA) Q2-25 10-Q highlights: Net premiums earned slipped 3% YoY to $232.4 m, but higher investment income (+6% to $38.9 m) and a 14% drop in loss costs lifted quarterly net income 41% to $21.9 m (diluted EPS $0.42). Six-month revenues fell 5% to $548.8 m and net income declined 20% to $16.1 m (EPS $0.31) after $11.6 m merger-related expenses.

Shareholders’ equity rose 6% since year-end to $1.28 bn as AOCI improved $55.8 m with bond-market recovery. Book value approximates $24–25 per share, near the $25 cash offer in the pending merger with The Doctors Company. The deal, signed 19 Mar 25, gained shareholder approval 24 Jun 25 and early HSR clearance 2 Jul 25; closing targeted 1H-26, pending remaining regulatory consents.

• Combined ratio (est.) improved to ~96.4% from ~98.2%.
• Operating cash flow YTD: –$39.7 m (–$24.5 m PY).
• Investment portfolio $4.38 bn; unrealized loss narrowed to $116.6 m.
• Debt $422.6 m; net leverage ~0.3× equity.
• Sale of Franklin, TN property generated $19.3 m cash and $2.2 m gain.

No new accounting standards adopted; upcoming FASB disclosure rules being evaluated.

Date: August 5, 2025. Event: ProAssurance Corporation (PRA) furnished a news release reporting results of operations for the quarter ended June 30, 2025 as Exhibit 99.1 to this Form 8-K.

Disclosure: The company also updated online disclosure of its entire investment portfolio with holdings through June 30, 2025, available under Quarterly Results in the Financial Information section of its Investor Relations website. The filing states the furnished information is not being "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference unless expressly stated. The Form 8-K is signed by Jeffrey P. Lisenby, General Counsel.