HENDRICKS DANA S 4

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.