Shook Kevin Merrick 4
4 · PROASSURANCE CORP · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) Executive Kevin Shook Exercises RSUs
What Happened
- Kevin Merrick Shook, President of a ProAssurance subsidiary, had restricted stock units (RSUs) convert/settle on 2026-02-25. Three conversions (3,981; 7,686; 5,890 shares) were recorded as acquired at $24.47 per share for a total value of $429,619. To cover taxes/withholding, 7,587 shares were disposed (withheld) at $24.47, equal to $185,654. The RSU/derivative entries recorded as disposed at $0.00 reflect the cancellation/conversion of the underlying RSUs. Net shares issued to Shook after withholding: 17,557 − 7,587 = 9,970 shares (net value to him ≈ $243,965).
Key Details
- Transaction date: 2026-02-25 (Form 4 filed 2026-02-26 — appears timely).
- Price used for valuation: $24.47 per share (RSUs were priced on Feb 24, 2026 per filing).
- Gross shares converted: 17,557; shares withheld for taxes: 7,587; net shares received: 9,970.
- Gross value reported on conversion: $429,619; tax withholding value: $185,654; net value ≈ $243,965.
- Codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (here, tax withholding).
- Footnotes: These awards are RSUs granted under the 2014 Equity Incentive Plan with multi-year pro rata vesting schedules (see filing footnotes for specific award vesting years and acceleration provisions). RSUs are settled in shares and a cash portion to cover taxes.
Context
- This was not an open-market buy or sale: it was the settlement of equity compensation (RSUs). A portion of shares was withheld to cover tax obligations (a routine cashless settlement), which explains the disposal entries.
- Such conversions are common compensation events and do not necessarily signal the insider’s view of the company’s stock; purchases are generally more informative about insider sentiment.
Insider Transaction Report
Form 4
Shook Kevin Merrick
President of a Subsidiary
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-25$24.47/sh+3,981$97,415→ 47,458 total - Exercise/Conversion
Common Stock
[F3]2026-02-25$24.47/sh+7,686$188,076→ 55,144 total - Exercise/Conversion
Common Stock
[F4]2026-02-25$24.47/sh+5,890$144,128→ 61,034 total - Tax Payment
Common Stock
2026-02-25$24.47/sh−7,587$185,654→ 53,447 total - Exercise/Conversion
Restricted Share Units
[F4]2026-02-25−5,890→ 0 total→ Common Stock (5,890 underlying) - Exercise/Conversion
Restricted Share Units
[F3]2026-02-25−7,686→ 0 total→ Common Stock (7,686 underlying) - Exercise/Conversion
Restricted Share Units
[F1]2026-02-25−3,981→ 0 total→ Common Stock (3,981 underlying)
Holdings
- 23,720
Restricted Stock Units
[F5]→ Common Stock (23,720 underlying) - 7,686
Restricted Stock Units
[F3]→ Common Stock (7,686 underlying) - 11,778
Restricted Stock Units
[F4]→ Common Stock (11,778 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 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 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 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 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