SEC Form 4 · accession 0001307649-26-000006
PROASSURANCE CORP · PRA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edward Lewis Rand Jr.
Officer — President & CEO · Director
Period of report
Jun 26, 2026
Accepted (ET)
Jun 26, 2026 · 12:14 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001127703
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3 | Jun 26, 2026 | D | 293,945 | $25.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F4 | — | Jun 26, 2026 | D | 95,714 | D | — | — | Common Stock | 95,714 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | Jun 26, 2026 | D | 29,665 | D | — | — | Common Stock | 29,665 | 0 | D |
| Restricted Stock UnitsF5,F4 | — | Jun 26, 2026 | D | 47,529 | D | — | — | Common Stock | 47,529 | 0 | D |
Explanation of responses
- F1On 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.
- F2Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.
- F3At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "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").
- F4Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
- F5Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.