Rand Edward Lewis Jr 4

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.