VANCE KATISHA TERRELL 4
4 · PROASSURANCE CORP · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) Director Vance K. Terrell Sells 34,159 Shares
What Happened
Vance Katisha Terrell, a director of ProAssurance Corporation, disposed of 34,159 shares on June 26, 2026 at $25.00 per share for total proceeds of $853,975. The disposition was a "to issuer" cash conversion tied to the closing of a merger (each outstanding share was converted into $25.00 in cash), so this was a corporate cash-out rather than an open-market sale.
Key Details
- Transaction date: June 26, 2026; Price: $25.00 per share; Amount: 34,159 shares; Proceeds: $853,975. (Transaction code D — disposition to issuer.)
- Shares owned after transaction: Not specified in the Form 4 filing.
- Footnotes: The sale was part of the Merger Agreement (dated March 19, 2025) in which The Doctors Company acquired ProAssurance and each outstanding share was converted into $25.00 cash (Merger Consideration). Deferred director shares and accrued dividend equivalents were also converted into the right to receive cash equal to the number of deferred shares times the $25.00 Merger Consideration. Cash payments are without interest and subject to applicable withholding.
- Filing timeliness: Reported with a Form 4 dated June 26, 2026; no late filing is indicated.
Context
This was a merger-related conversion/cash-out — typical when a company is acquired and stock is canceled for a fixed cash price. Such transactions reflect the deal terms (the $25.00 per-share merger consideration), not an individual director’s discretionary decision to sell on the open market.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-26$25.00/sh−34,159$853,975→ 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").