ProAssurance files post-effective amendment after merger
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.
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Form Type
S-3/A
Rhea-AI Filing Summary
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.
Insights
Routine deregistration tied to a completed merger; administrative closeout of the S-3 registration.
The amendment derecognizes any unsold securities under File No. 333-265155 after the Merger Sub merged into the Company pursuant to the Merger Agreement dated March 19, 2025. This action implements the registration undertaking to remove unsold securities at termination.
Dependencies include the effective completion of the Merger and the registrant's prior filing obligations. Subsequent filings may reflect any related post-closing adjustments or residual administrative matters.
This is an administrative post-effective amendment, not a new offering.
The filing terminates the registered offering and removes unsold securities from the registration statement as of June 26, 2026, consistent with the undertaking in the original Registration Statement filed May 23, 2022. It cites acquisition by The Doctors Company as the reason for termination.
Cash-flow treatment is not addressed in this excerpt; any proceeds treatment would be set out in prior prospectus materials or closing documents.
Key Figures
Registration File No.: 333-265155
Merger Agreement date: March 19, 2025
Post-effective amendment date: June 26, 2026
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4 metrics
Registration File No.
333-265155
Registration Statement originally filed May 23, 2022
Merger Agreement date
March 19, 2025
Agreement and Plan of Merger between ProAssurance and The Doctors Company
Post-effective amendment date
June 26, 2026
Date the Post-Effective Amendment No. 1 was signed and filed
Original registration filing date
May 23, 2022
Date the Registration Statement was originally filed
Key Terms
Post-Effective Amendment, Deregistration of Unsold Securities, Registration Statement, Agreement and Plan of Merger
4 terms
Post-Effective Amendment regulatory
"This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement"
A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.
Deregistration of Unsold Securities regulatory
"Deregistration of Unsold Securities This Post-Effective Amendment No. 1 relates to the Registration Statement"
Registration Statement regulatory
"Registration Statement on (File No. 333-265155) (the “Registration Statement”)"
A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.
Agreement and Plan of Merger legal
"acquired pursuant to a certain Agreement and Plan of Merger (the “Merger Agreement”), 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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does ProAssurance's (PRA) Post‑Effective Amendment No. 1 do?
It removes any unsold securities from Registration Statement File No. 333-265155 as of June 26, 2026. The amendment states the Company terminated the offering after being acquired by The Doctors Company under a Merger Agreement dated March 19, 2025.
Why did ProAssurance (PRA) deregister the unsold securities?
Because ProAssurance was acquired by The Doctors Company, the registrant terminated offerings under the registration. The filing cites the Merger Agreement dated March 19, 2025 and the deregistration effective June 26, 2026.
When was the original registration statement for ProAssurance (PRA) filed?
The Registration Statement (File No. 333-265155) was originally filed on May 23, 2022. This post-effective amendment (No. 1) formally removes any securities that remained unsold as of June 26, 2026.
Does the amendment say who will receive proceeds from any prior sales?
The excerpt does not state proceeds recipients or redistribution details. It only states the Company is terminating offerings and removing unsold registered securities following the merger closing.
Does this filing create a new offering for ProAssurance (PRA)?
No. The filing is a post-effective amendment that terminates the prior offering and deregisters unsold securities under File No. 333-265155 as part of the merger close on June 26, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Accepted by SEC EDGAR
Learn about SEC filing dates
As filed with the Securities and Exchange Commission on June 26, 2026
Registration No. 333-265155
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROASSURANCE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 63-16533 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
100 Brookwood Place
Birmingham, Alabama
(205) 877-4400
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Richard Anderson
Chief Executive Officer
ProAssurance Corporation
100 Brookwood Place
Birmingham, Alabama
(205) 877-4400
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||||||||
| Emerging growth company | ☐ | |||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Deregistration of Unsold Securities
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-265155) (the “Registration Statement”) originally filed with the Securities and Exchange Commission by ProAssurance Corporation (the “Company”) on May 23, 2022.
As of June 26, 2026, the Company, has been acquired by The Doctors Company (“The Doctors Company”) pursuant to a certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 19, 2025, by and among the Company, The Doctors Company, and Jackson Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of The Doctors Company (“Merger Sub”). On the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of The Doctors Company.
As a result of the Merger, the Company is terminating all offerings of its securities pursuant to the Registration Statement by filing this Post-Effective Amendment. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Company’s securities registered under the Registration Statement which remain unsold at the termination of the offering, the Company hereby removes from registration any securities registered under the Registration Statement which remained unsold as of the date hereof, and the Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Birmingham, Alabama, on June 26, 2026.
| PROASSURANCE CORPORATION | ||||||||||||||
| By: | /s/ David A. McHale | |||||||||||||
| Name: David A. McHale | ||||||||||||||
| Title: Secretary | ||||||||||||||
No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-3 in reliance on Rule 478 of the Securities Act of 1933, as amended.