FRANCIS ROBERT DAVID 4
4 · PROASSURANCE CORP · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
ProAssurance (PRA) Pres., Healthcare Prof. Liability Exercises RSUs
What Happened
- Francis Robert David, President, Healthcare Professional Liability at ProAssurance Corporation, exercised/converted restricted stock units (derivative transactions) on 2026-02-25.
- He converted a total of 17,881 RSUs into common shares (3,226 + 8,765 + 5,890) at a valuation of $24.47 per share, a gross value of $437,548.
- To cover tax withholding, 7,711 shares were surrendered (disposed) at the same $24.47 valuation (tax withholding value: $188,688), leaving a net 10,170 shares issued to him (net value ~ $248,860).
Key Details
- Transaction date: February 25, 2026; Form 4 filed February 26, 2026 (no late filing flag indicated).
- Prices and amounts: 17,881 RSUs converted at $24.47 (gross $437,548); 7,711 shares withheld for taxes at $24.47 (cash value $188,688); net shares received 10,170 (net value ≈ $248,860).
- Transaction codes: M = exercise/conversion of derivative (RSU); F = payment of exercise price/tax liability (shares withheld).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes: RSUs come from ProAssurance equity plans (2014 and 2024 plans referenced) with multi-year vesting schedules and standard tax-withholding settlement; F2 notes the RSUs were priced Feb 24, 2026 per the Compensation Committee.
Context
- This was a conversion/settlement of vested RSUs (not an open-market purchase or a discretionary sale). The filing shows shares were withheld to satisfy tax obligations (a common, routine step), resulting in a net issuance of shares rather than a market sale.
- For retail investors: exercises/conversions and routine tax-withholding generally reflect compensation settlement rather than a clear bullish or bearish signal by the insider.
Insider Transaction Report
Form 4
FRANCIS ROBERT DAVID
Pres Healthcare Pro. Liability
Transactions
- Exercise/Conversion
Common Stock
[F1][F2]2026-02-25$24.47/sh+3,226$78,940→ 24,252 total - Exercise/Conversion
Common Stock
[F3]2026-02-25$24.47/sh+8,765$214,480→ 33,017 total - Exercise/Conversion
Common Stock
[F4]2026-02-25$24.47/sh+5,890$144,128→ 38,907 total - Tax Payment
Common Stock
2026-02-25$24.47/sh−7,711$188,688→ 31,196 total - Exercise/Conversion
Restricted Stock Unit
[F1]2026-02-25−3,226→ 0 total→ Common Stock (3,226 underlying) - Exercise/Conversion
Restricted Share Units
[F3]2026-02-25−8,765→ 0 total→ Common Stock (8,765 underlying) - Exercise/Conversion
Restricted Stock Unit
[F4]2026-02-25−5,890→ 0 total→ Common Stock (5,890 underlying)
Holdings
- 23,720
Restricted Stock Units
[F5]→ Common Stock (23,720 underlying) - 8,764
Restricted Stock Units
[F3]→ Common Stock (8,764 underlying) - 11,778
Restricted Stock Units
[F4]→ Common Stock (11,778 underlying)
Footnotes (5)
- [F1]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2024, 2025 and 2026 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
- [F2]The RSUs were priced on February 24, 2026, per the direction of the Compensation Committee of the ProAssurance Corporation Board of Directors.
- [F3]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2024 Equity Incentive Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2025, 2026 and 2027 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
- [F4]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2026, 2027 and 2028 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
- [F5]Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of ProAssurance Corporation common stock, issuable from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan. The RSUs will vest pro rata in increments equal to one-third of the total award in each of the years 2027, 2028 and 2029 provided the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until each vesting date. Vesting will accelerate upon termination of employment as the result of (i) death; (ii) disability; or (iii) Good Reason, as defined in the reporting person's employment agreement with ProAssurance Corporation, or by action of the Compensation Committee of the ProAssurance Corporation Board of Directors. The RSUs will be settled in shares of ProAssurance Common Stock and in cash, with the cash portion being approximately equal to the federal, state, and local taxes.
Signature
Lee M. Pope POA for Reporting Person|2026-02-26