HENDRICKS DANA S 4
4 · PROASSURANCE CORP · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) CFO Dana S. Hendricks Exercises Options
What Happened
- Dana S. Hendricks, Chief Financial Officer of ProAssurance Corporation (PRA), exercised/conversion of derivative awards on February 25, 2026. A total of 17,557 shares were acquired via conversion/exercise at a reported price of $24.47/share (gross value ~$429,619). To satisfy tax withholding, 7,623 shares were surrendered (payment of tax liability) valuing ~$186,535, leaving a net of 9,934 shares retained (net value ~$243,084).
- Transaction codes: M = exercise/conversion of derivative; F = payment of exercise price or tax liability (withheld shares). The exercises appear to be settlements of restricted stock units (RSUs) under the company’s 2014 Equity Incentive Compensation Plan.
Key Details
- Transaction date: February 25, 2026; filing date: February 26, 2026 (timely).
- Exercise/conversion: 3,981; 7,686; and 5,890 shares at $24.47 each (total acquired 17,557 shares; gross ~$429,619).
- Tax withholding/disposition: 7,623 shares withheld at $24.47 each (~$186,535).
- Net shares received: 9,934 (17,557 acquired − 7,623 withheld); net value ≈ $243,084.
- Footnotes: These awards relate to RSUs issued under the 2014 Equity Incentive Compensation Plan; RSUs vest pro rata per the grant schedules and are settled in shares and a cash portion roughly equal to required taxes. The RSUs were priced on Feb 24, 2026 per the Compensation Committee.
- Shares owned after the transaction: not specified in the filing excerpt provided.
Context
- This appears to be a routine conversion/settlement of equity awards (RSUs) with shares withheld to cover taxes — a common cashless-style settlement. Such transactions reflect vesting/settlement mechanics rather than open-market buying or selling for speculation.
- No late filing was indicated; the Form 4 was filed one day after the transaction date.
Insider Transaction Report
Form 4
HENDRICKS DANA S
Chief Financial Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-25$24.47/sh+3,981$97,415→ 39,650 total - Exercise/Conversion
Common Stock
[F3]2026-02-25$24.47/sh+7,686$188,076→ 47,336 total - Exercise/Conversion
Common Stock
[F4]2026-02-25$24.47/sh+5,890$144,128→ 53,226 total - Tax Payment
Common Stock
2026-02-25$24.47/sh−7,623$186,535→ 45,603 total - Exercise/Conversion
Restricted Stock Unit
[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 Stock 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 Reporting Person|2026-02-26