Magnetar funds exit ProAssurance (PRA) after $25-per-share cash merger

Rhea-AI Filing Summary

Magnetar Financial, Magnetar Capital Partners, Supernova Management and David J. Snyderman filed Amendment No. 1 to their Schedule 13D on ProAssurance Corporation to report that they now beneficially own 0 shares, or 0% of the common stock.

The change follows a merger completed on June 26, 2026, in which each ProAssurance share was cancelled and converted into the right to receive $25.00 in cash, without interest. In connection with this merger, the reporting persons’ 2,615,966 shares were cancelled for cash consideration at that price. The amendment is characterized as a final, exit filing, confirming that these Magnetar-affiliated investors are no longer 5% owners of ProAssurance stock.

Key Figures

Merger consideration: $25.00 per share Shares cancelled in merger: 2,615,966 shares Recent additional purchases: 53,990 shares +4 more

7 metrics

Merger consideration $25.00 per share Cash paid for each ProAssurance common share in the merger

Shares cancelled in merger 2,615,966 shares Total ProAssurance shares held by reporting persons converted to cash

Recent additional purchases 53,990 shares Aggregate ProAssurance shares purchased in the prior sixty days

Cost of recent purchases $1,309,032.67 Aggregate consideration for 53,990 shares, excluding commissions

Post-merger holdings 0 shares Beneficial ownership reported by each Magnetar-related reporting person

Post-merger ownership percentage 0% Percent of ProAssurance common stock beneficially owned after merger

Date of merger completion June 26, 2026 Date issuer consummated merger and shares were cancelled

Key Terms

Schedule 13D, beneficial ownership, exit filing, Merger, +1 more

5 terms

Schedule 13D regulatory

"This Amendment No. 1 relates to the Statement of Beneficial Ownership on filed jointly"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficial ownership financial

"each of the Reporting Persons may have been deemed to have beneficial ownership and the power"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

exit filing regulatory

"represents the final amendment to this and constitutes an exit filing for the Reporting Persons"

Merger financial

"the Issuer consummated the merger (the "Merger") pursuant to which each issued and outstanding Share"

A merger is when two companies combine into a single business, with ownership and control reorganized so they operate as one entity. For investors it matters because mergers can change the value and risk of holdings—shares may be exchanged, diluted, or rise if the combined company saves costs or gains market power, and the deal often depends on regulatory approval and successful integration like two households joining resources and routines.

Joint Filing Agreement regulatory

"99.1 Joint Filing Agreement, dated as of June 30, 2026, among the Reporting Persons"

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Available on EDGAR 06/30/2026 - 07:09 PM Accepted by SEC EDGAR 06/30/2026 - 07:09 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

PROASSURANCE CORPORATION

(Name of Issuer)

Common Stock, par value $.01

(Title of Class of Securities)

74267C106

(CUSIP Number)

David J. Snyderman
1603 Orrington Avenue, 13th Floor
Evanston, IL, 60201
847-905-4400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/26/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74267C106

1

Name of reporting person

Magnetar Financial LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP Number(s): 74267C106

1

Name of reporting person

Magnetar Capital Partners LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 74267C106

1

Name of reporting person

Supernova Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 74267C106

1

Name of reporting person

David J. Snyderman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $.01
(b)	Name of Issuer: PROASSURANCE CORPORATION
(c)	Address of Issuer's Principal Executive Offices: 100 Brookwood Place, Birmingham, ALABAMA , 35209.
Item 3.	Source and Amount of Funds or Other Consideration
	This Amendment No. 1 ("Amendment No. 1") relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company ("Magnetar Financial"), Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar Capital Partners"), Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), and David J. Snyderman ("Mr. Snyderman") with the SEC on April 4, 2025, (as amended by this Amendment No. 1, the "Schedule 13D"). This Amendment No. 1 is being filed to report that the Reporting Persons are no longer beneficial owners of more than 5% of the Shares. The filing of this Amendment No. 1 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons. Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Since the filing of the Schedule 13D on April 4, 2025, on June 26, 2026, the Issuer consummated the merger (the "Merger") pursuant to which each issued and outstanding Share was cancelled and converted into the right to receive $25.00 in cash, without interest. In connection with the Merger, the Reporting Persons' 2,615,966 Shares, which consisted of 896,690 Shares sold for the benefit of PRA Master Fund; 644,313 Shares sold for the benefit of Systematic Master Fund; 290,659 Shares sold for the benefit of the Relative Value Master Fund and 784,304 Shares sold for the benefit of two Managed Accounts, were cancelled and converted into the right to receive $25.00 in cash, without interest.
Item 5.	Interest in Securities of the Issuer
(a)	As of the close of business on June 26, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership and the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares.
(b)	As of the close of business on June 26, 2026, each of the Reporting Persons may have been deemed to have beneficial ownership and the power to vote and direct the disposition of 0 Shares, which represented beneficial ownership of 0% of the Shares.
(c)	The response to Item 4 of this Amendment No. 1 is incorporated herein by reference. The Reporting Persons purchased additional 53,990 Shares in aggregate totaling $1,309,032.67 (excluding commissions and other execution-related costs) on behalf of the Funds in the prior sixty days.
(d)	As of June 26, 2026, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares.
(e)	As of the close of business June 26, 2026, the Reporting Persons ceased to be beneficial owners of more than five percent of the Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	99.1 Joint Filing Agreement, dated as of June 30, 2026, among the Reporting Persons. 99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on June 30, 2026. 99.3 Schedule A, dated as of June 30, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Magnetar Financial LLC

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, GP of Magnetar Capital Partners LP, Member
Date:	06/30/2026

Magnetar Capital Partners LP

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, its General Partner
Date:	06/30/2026

Supernova Management LLC

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC
Date:	06/30/2026

David J. Snyderman

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman
Date:	06/30/2026

Comments accompanying signature:

MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member By: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner

FAQ

What does Magnetar’s Schedule 13D/A filing say about its ProAssurance (PRA) stake?

The filing states that Magnetar-affiliated entities now beneficially own 0 ProAssurance shares, representing 0% of the common stock. This reflects the completion of a merger in which all of their 2,615,966 shares were cancelled for cash.

What merger terms affecting ProAssurance (PRA) shareholders are described in this 13D/A?

The document notes that on June 26, 2026, each issued and outstanding ProAssurance share was cancelled and converted into the right to receive $25.00 in cash, without interest. This applied to Magnetar’s 2,615,966 shares as part of the completed merger.

How many ProAssurance (PRA) shares did the Magnetar funds hold before the merger?

Before the merger, the reporting persons collectively held 2,615,966 ProAssurance shares. These included blocks allocated among PRA Master Fund, Systematic Master Fund, Relative Value Master Fund and two managed accounts, all converted into cash at $25.00 per share in the merger.

Did Magnetar trade ProAssurance (PRA) shares in the 60 days before this filing?

Yes. The filing states that in the prior sixty days, the reporting persons purchased an additional 53,990 ProAssurance shares for an aggregate $1,309,032.67, excluding commissions and other execution-related costs, on behalf of the referenced funds and accounts.

Why is this ProAssurance (PRA) Schedule 13D amendment called an exit filing?

It is described as an exit filing because, as of June 26, 2026, the reporting persons ceased to be beneficial owners of more than five percent of ProAssurance shares, and now report beneficial ownership of 0 shares, or 0% of the outstanding common stock.