Rand Edward Lewis Jr 4

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.