Dishart Noreen 4

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.