COBARRUBIAS FABILOA 4
4 · PROASSURANCE CORP · Filed Jun 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) Director Cobarrubias Fabiloa Sells 25,184 Shares
What Happened Cobarrubias Fabiloa, a director of ProAssurance Corporation, recorded a disposition to the issuer of 25,184 shares on June 26, 2026. The shares were converted into cash at $25.00 per share as part of the merger consideration, for a total of $629,600. This was not an open-market sale but the cash-out of shares under the terms of the merger.
Key Details
- Transaction date and price: 2026-06-26, $25.00 per share; total proceeds $629,600.
- Transaction code: D (Disposition to issuer) as reported on Form 4.
- Shares owned after transaction: not specified in the filing; the reported shares were converted/cancelled in the merger.
- Notable footnotes:
- The transaction arose from the Merger Agreement dated March 19, 2025 among ProAssurance, The Doctors Company (Parent) and Merger Sub.
- Deferred Shares under the Director Deferred Stock Compensation Plan (and accrued dividend equivalents converted into Deferred Shares) were converted into the right to receive cash equal to the number of shares times the Merger Consideration.
- Merger Consideration: $25.00 per share in cash, without interest, subject to applicable withholding taxes.
- Filing timeliness: Reported with a Form 4 filed on 2026-06-26 (same effective date), indicating timely reporting.
Context This disposition was a merger cash-out (each outstanding common share was cancelled and converted into $25.00 cash) rather than a voluntary open-market sale. Such merger-driven conversions are routine outcomes of corporate acquisitions and do not by themselves indicate the insider’s ongoing view of the company’s prospects.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-06-26$25.00/sh−25,184$629,600→ 0 total
Footnotes (3)
- [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]Represents shares awarded under the ProAssurance Corporation Director Deferred Stock Compensation Plan ("Deferred Shares"). At the effective time of the Merger ("Effective Time"), upon the terms and subject to the conditions set forth in the Merger Agreement, the Deferred Shares, and any accrued dividend equivalents in such deferred compensation accounts that have been converted into Deferred Shares were converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock") subject to the Deferred Shares immediately prior to the Effective Time, multiplied by (b) the Merger Consideration (as defined below).
- [F3]At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, each share of 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").