COBARRUBIAS FABILOA 4

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.