Dishart Noreen 4
4 · PROASSURANCE CORP · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) EVP Noreen Dishart Sells Shares in Merger
What Happened
- Noreen Dishart, Executive Vice President and Chief Human Resources Officer of ProAssurance Corporation, had dispositions to the issuer on June 26, 2026 related to the closing of a merger. The Form 4 reports:
- 27,868 shares disposed at $24.47 each for $681,930 (reported cash proceeds).
- 18,477 + 9,175 + 5,987 = 33,639 RSUs (reported as derivative dispositions with N/A price/value on the Form 4).
- These transactions were merger-related (dispositions to the issuer) under the Merger Agreement; they were not open-market sales by the insider.
Key Details
- Transaction date: 2026-06-26 (all entries).
- Reported price/value: 27,868 shares at $24.47 for $681,930; the RSU lines show N/A for price/value on the filing.
- Total shares/units disposed: 61,507 (27,868 common shares + 33,639 RSUs).
- Shares owned after transaction: adjusted per the issuer’s records (see footnote F2 in the filing).
- Notable footnotes:
- F1: The dispositions occurred at the Effective Time of a merger in which ProAssurance became a wholly owned subsidiary of The Doctors Company.
- F3: Under the Merger Agreement, each outstanding share was converted into the right to receive $25.00 per share in cash.
- F4–F5: Each RSU represented a contingent right to one share; outstanding unvested RSUs (other than excluded RSUs) automatically vested, were cancelled, and entitled holders to cash equal to the number of RSUs multiplied by the $25.00 merger consideration.
- Filing timeliness: Reported on 2026-06-26 for transactions dated 2026-06-26; no late filing flag indicated.
Context
- RSUs are derivative awards that typically convert to stock or cash; here the RSUs vested and were settled for cash under the merger terms (cash per RSU = Merger Consideration).
- Dispositions coded as "to the issuer" in a merger are procedural outcomes of the transaction (conversion/cancellation and cash-out), not routine open-market selling decisions by the insider.
Insider Transaction Report
Form 4Exit
Dishart Noreen
Executive VP/Chief HR Officer
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-26$24.47/sh−27,868$681,930→ 0 total - Disposition to Issuer
Restricted Stock Units
[F4][F1][F5]2026-06-26−18,477→ 0 total→ Common Stock (18,477 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F1][F5]2026-06-26−9,175→ 0 total→ Common Stock (9,175 underlying) - Disposition to Issuer
Restricted Stock Units
[F4][F1][F5]2026-06-26−5,987→ 0 total→ Common Stock (5,987 underlying)
Footnotes (5)
- [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]Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.
- [F3]At the effective time of the Merger (the "Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "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").
- [F4]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Common Stock.
- [F5]Represents outstanding unvested RSUs (other than certain excluded RSUs, which were forfeited at the Effective Time in accordance with their terms). At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, the outstanding, unvested time-based and performance-based RSUs (other than the excluded RSUs) automatically and immediately vested and were cancelled and entitled the holder to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Common Stock subject to the RSUs immediately prior to the Effective Time, multiplied by (b) the Merger Consideration.
Signature
Lee M. Pope with Power of Attorney for Reporting Person|2026-06-26