Rand Edward Lewis Jr 4
4 · PROASSURANCE CORP · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) CEO Rand Lewis Exercises Stock Awards
What Happened Rand Edward Lewis Jr., President & CEO and a director of ProAssurance Corporation (PRA), exercised/conversion transactions on February 25, 2026 that resulted in the issuance of 71,867 shares at an effective price/value of $24.47 per share (total value ≈ $1,758,585). To cover taxes/withholding, 30,436 shares were surrendered/withheld (reported as a disposition for $744,769). Net shares received by Mr. Lewis after withholding were approximately 41,431 shares (net value ≈ $1.01M at $24.47). The filings show the transactions as derivative exercises/conversions (code M) with a tax/withholding disposition (code F).
Key Details
- Transaction date: February 25, 2026 (filing dated February 26, 2026).
- Acquisitions: 18,435; 29,666; and 23,766 shares exercised at $24.47 each (total ≈ $1,758,585).
- Withholding/payment: 30,436 shares disposed to cover tax liability (reported value $744,769).
- Net shares retained: ~41,431 (71,867 acquired − 30,436 withheld).
- Transaction codes: M = exercise/conversion of derivative (RSUs); F = payment of exercise price / tax withholding.
- Footnotes: RSUs originate from ProAssurance 2014 and 2024 equity plans with staggered vesting schedules (see filing). The RSUs were priced on Feb 24, 2026 per the Compensation Committee; RSUs settle in shares and cash (cash portion approximates required federal/state/local taxes).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Filing timeliness: Filing appears timely (transaction 2/25/2026; Form 4 filed 2/26/2026).
Context This was not an open-market sale or purchase — it was the conversion/exercise of restricted stock units (derivative awards) and the routine surrender/withholding of shares to cover taxes (a common administrative step). Such exercises reflect equity compensation vesting/settlement rather than a buy/sell decision on the open market; they should be interpreted as compensation-related activity rather than a straightforward bullish or bearish signal.
Insider Transaction Report
Form 4
Rand Edward Lewis Jr
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-25$24.47/sh+18,435$451,104→ 270,951 total - Exercise/Conversion
Common Stock
[F3]2026-02-25$24.47/sh+29,666$725,927→ 300,617 total - Exercise/Conversion
Common Stock
[F4]2026-02-25$24.47/sh+23,766$581,554→ 324,383 total - Tax Payment
Common Stock
2026-02-25$24.47/sh−30,436$744,769→ 293,947 total - Exercise/Conversion
Restricted Share Units
[F3]2026-02-25−29,666→ 0 total→ Common Stock (29,666 underlying) - Exercise/Conversion
Restricted Share Units
[F4]2026-02-25−23,766→ 0 total→ Common Stock (23,766 underlying) - Exercise/Conversion
Restricted Share Units
[F1]2026-02-25−18,435→ 0 total→ Common Stock (18,435 underlying)
Holdings
- 95,714
Restricted Stock Units
[F5]→ Common Stock (95,714 underlying) - 29,665
Restricted Stock Units
[F3]→ Common Stock (29,665 underlying) - 47,529
Restricted Stock Units
[F4]→ Common Stock (47,529 underlying)
Footnotes (5)
- [F1]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.
- [F2]The RSUs were priced on February 24, 2026, 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 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.
- [F4]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.
- [F5]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 2027, 2028 and 2029 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.
Signature
Lee M. Pope, POA for the Reporting Person|2026-02-26