Rand Edward Lewis Jr 4
4 · PROASSURANCE CORP · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance CEO Rand Edward Lewis Jr Sells Shares in Merger
What Happened
Rand Edward Lewis Jr, President & CEO and a director of ProAssurance Corporation (PRA), disposed of common shares and vested restricted stock units (RSUs) on June 26, 2026 as part of a merger. He tendered 293,945 common shares that were cancelled and converted into $25.00 per-share cash consideration ($7,348,625). In addition, 172,908 RSUs (95,714 + 29,665 + 47,529) were converted to cash under the merger terms; those RSUs vested and were cancelled and entitle the holder to $25.00 per share, giving an additional ~$4,322,700. Combined cash consideration was approximately $11,671,325.
Key Details
- Transaction date: June 26, 2026 (effective time of the Merger).
- Price/consideration: $25.00 per share (merger consideration) for outstanding common shares and vested RSUs.
- Shares disposed: 293,945 common shares; RSUs converted: 95,714, 29,665 and 47,529 (total 172,908 RSUs).
- Cash received (approx.): $7,348,625 for the common shares + ~$4,322,700 for RSUs = ~$11,671,325 total.
- Filing notes: Dispositions were "to the issuer" in connection with the Agreement and Plan of Merger among ProAssurance, The Doctors Company (Parent) and Merger Sub (see footnote F1). RSUs automatically vested and were paid in cash at closing (F4–F5).
- Shares owned after transaction: filing reflects an adjustment to beneficial ownership after reconciliation of the issuer's records (see footnote F2).
- Transaction type: corporate-action liquidation in a merger (not an open-market sale by choice).
Context
This was a merger-related conversion: outstanding common shares were cancelled and converted into the agreed $25.00-per-share cash merger consideration; unvested RSUs (other than excluded RSUs) immediately vested at the Effective Time and were likewise paid in cash. Such dispositions reflect the terms of the corporate transaction rather than a routine insider sale indicative of personal trading sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-26$25.00/sh−293,945$7,348,625→ 0 total - Disposition to Issuer
Restricted Stock Units
[F4][F1][F5]2026-06-26−95,714→ 0 total→ Common Stock (95,714 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F1][F5]2026-06-26−29,665→ 0 total→ Common Stock (29,665 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F1][F5]2026-06-26−47,529→ 0 total→ Common Stock (47,529 underlying)
Footnotes (5)
- [F1]On 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.
- [F2]Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.
- [F3]At 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").
- [F4]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
- [F5]Represents 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.