Dishart Noreen 4
4 · PROASSURANCE CORP · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) EVP Dishart Noreen Converts RSUs into Shares
What Happened
Dishart Noreen, Executive Vice President and Chief Human Resources Officer of ProAssurance Corporation, converted/ exercised restricted stock units (derivative conversions) on Feb 25, 2026. Three conversions totaled 13,676 shares valued at $24.47 each (aggregate value ~$334,651). To cover taxes/withholding, 5,917 shares were surrendered at the same per-share value for $144,789, resulting in a net receipt of 7,759 shares.
Key Details
- Transaction date: Feb 25, 2026; Form 4 filed Feb 26, 2026 (timely). RSU price used: $24.47 (priced Feb 24, 2026 per the Compensation Committee).
- Gross shares converted: 13,676 shares (3,101 + 5,987 + 4,588) — gross value ~$334,651.
- Tax withholding/disposition: 5,917 shares withheld/disposed for taxes at $24.47 — $144,789. Net shares delivered to Noreen: 7,759.
- Reported codes: M = exercise/conversion of derivative (RSU conversion); F = payment of exercise price or tax liability (shares withheld). Several derivative entries show $0 disposed to reflect conversion of RSUs into stock.
- Footnotes: These were RSU awards under the 2014 Equity Incentive Plan with multi-year vesting schedules and settlement in shares plus a cash portion approximately equal to taxes. The RSUs were priced Feb 24, 2026.
- Shares owned after transaction: Not disclosed in the provided filing (net new shares received = 7,759).
Context
This was a conversion/settlement of RSUs (not an open-market buy or sell). The withholding of shares to cover taxes is a common, routine part of RSU settlement (a cashless/net-share settlement), not necessarily an indication of a change in the insider’s view of the stock.
Insider Transaction Report
Form 4
Dishart Noreen
Executive VP/Chief HR Officer
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-25$24.47/sh+3,101$75,881→ 23,082 total - Exercise/Conversion
Common Stock
[F3]2026-02-25$24.47/sh+5,987$146,502→ 29,069 total - Exercise/Conversion
Common Stock
[F4]2026-02-25$24.47/sh+4,588$112,268→ 33,657 total - Tax Payment
Common Stock
2026-02-25$24.47/sh−5,917$144,789→ 27,740 total - Exercise/Conversion
Restricted Stock Unit
[F4]2026-02-25−4,588→ 0 total→ Common Stock (4,588 underlying) - Exercise/Conversion
Restricted Stock Units
[F3]2026-02-25−5,987→ 0 total→ Common Stock (5,987 underlying) - Exercise/Conversion
Restricted Share Units
[F1]2026-02-25−3,101→ 0 total→ Common Stock (3,101 underlying)
Holdings
- 18,477
Restricted Stock Units
[F5]→ Common Stock (18,477 underlying) - 9,175
Restricted Stock Units
[F4]→ Common Stock (9,175 underlying) - 5,987
Restricted Stock Units
[F3]→ Common Stock (5,987 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 with Power of Attorney for Reporting Person|2026-02-26