Angiolillo Bruce D 4
4 · PROASSURANCE CORP · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) Director Bruce Angiolillo Sells 35,652 Shares
What Happened
Bruce D. Angiolillo, a director of ProAssurance Corporation, had 35,652 shares disposed of to the issuer on June 26, 2026. The shares were converted into cash at $25.00 per share as part of the merger consideration, resulting in proceeds of $891,300. This was a disposition to the issuer tied to the merger rather than an open‑market sale.
Key Details
- Transaction date and price: June 26, 2026 — 35,652 shares at $25.00 per share for $891,300 total.
- Transaction type: Disposition to issuer (D) — conversion/cancellation of shares for cash under the Merger Agreement.
- Shares owned after transaction: Not specified in the Form 4; filing indicates the reported shares were cancelled/converted into cash at the Effective Time.
- Relevant footnotes:
- F1: Merger closed pursuant to the Merger Agreement among ProAssurance, The Doctors Company (Parent) and Merger Sub.
- F2: Deferred director stock awards (Deferred Shares) and dividend equivalents were converted into the right to receive cash equal to share count × Merger Consideration.
- F3: Each outstanding common share (other than excluded shares) was cancelled and converted into $25.00 cash per share (the Merger Consideration).
- Filing timeliness: Report filed with the same report date (June 26, 2026); no late filing flagged.
Context
This was not an open‑market sale or a purchase signal — it reflects the corporate action from the merger that converted outstanding and deferred shares into cash at the agreed merger price of $25.00 per share. Such dispositions tied to a change‑of‑control are routine administrative effects of a merger and do not, by themselves, indicate personal trading intent.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-26$25.00/sh−35,652$891,300→ 0 total
Footnotes (3)
- [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]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").