Edward Lewis Rand Jr. - 23 May 2025 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Signature
Lee M. Pope, POA for the Reporting Person
Issuer symbol
PRA
Transactions as of
23 May 2025
Net transactions value
+$395,911
Form type
4
Filing time
27 May 2025, 12:12:59 UTC
Previous filing
26 Feb 2025
Next filing
08 Jan 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Rand Edward Lewis Jr President & CEO, Director C/OPROASSURANCE CORPORATION, 100 BROOKWOOD PLACE, BIRMINGHAM Lee M. Pope, POA for the Reporting Person 27 May 2025 0001307649

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRA Common Stock Options Exercise $686,768 +29,666 +13% $23.15 265,080 23 May 2025 Direct F1, F2
transaction PRA Common Stock Tax liability $290,857 -12,564 -4.7% $23.15 252,516 23 May 2025 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRA Restricted Stock Units Options Exercise $0 -29,666 -100% $0.000000 0 23 May 2025 Common Stock 29,666 Direct F1
holding PRA Restricted Share Units 71,295 23 May 2025 Common Stock 71,295 Direct F3
holding PRA Restricted Share Units 59,331 23 May 2025 Common Stock 59,331 Direct F1
holding PRA Restricted Share Units 18,435 23 May 2025 Common Stock 18,435 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2024 Equity Incentive Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2025, 2026 and 2027 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
F2 The RSUs were priced on May 23, 2025, per the direction of the Compensation Committee of the ProAssurance Corporation Board of Directors.
F3 Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2024 Equity Incentive Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2026, 2027 and 2028 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
F4 Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2024, 2025 and 2026 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.