Di Piazza Samuel A Jr. 4
4 · PROASSURANCE CORP · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) Director Samuel Di Piazza Jr. Sells Shares
What Happened Samuel A. Di Piazza Jr., a director of ProAssurance Corporation (PRA), had a total of 44,952 shares disposed of to the issuer on June 26, 2026 at $25.00 per share, resulting in proceeds of $1,123,800 (39,386 shares for $984,650 and 5,566 shares for $139,150). These dispositions were not open-market sales but part of the merger consideration — each outstanding share was converted into the right to receive $25.00 in cash under the Merger Agreement.
Key Details
- Transaction date: June 26, 2026; price paid per share: $25.00.
- Shares disposed: 39,386 and 5,566 (total 44,952); total cash received: $1,123,800.
- Nature of transaction: Disposition to issuer in connection with Merger (Disposition code D); shares were cancelled and converted to cash consideration.
- Deferred shares: Some shares came from Director Deferred Stock Compensation accounts that were converted into the right to cash (per footnote F2).
- Post-transaction holdings: filing notes an adjustment to the number of shares beneficially owned after reconciliation (footnote F3); the specific post-transaction beneficial ownership count is not stated in this summary.
- Filing timeliness: Report filed on June 26, 2026 (same date as the transaction).
Context These transactions reflect the cash-out treatment of outstanding common stock and deferred director stock compensation at the effective time of the Merger with The Doctors Company (Merger Consideration $25.00 per share), not a routine market sale by the director. Such merger-driven conversions are corporate events that cancel shares in exchange for cash and do not necessarily indicate the insider's buy/sell sentiment.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3][F4]2026-06-26$25.00/sh−39,386$984,650→ 5,566 total - Disposition to Issuer
Common Stock
[F1][F4]2026-06-26$25.00/sh−5,566$139,150→ 0 total
Footnotes (4)
- [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]Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares"). At the effective time of the Merger ("Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, the Deferred Shares, and any accrued dividend equivalents in such deferred compensation accounts that have been converted into Deferred Shares were converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") subject to the Deferred Shares immediately prior to the Effective Time, multiplied by (b) the Merger Consideration (as defined below).
- [F3]Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.
- [F4]At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, each share of 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").