Dishart Noreen 4

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.