Shook Kevin Merrick 4

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.