Edward Lewis Rand Jr - Feb 25, 2025 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Role: President & CEO, Director
Signature: Lee M. Pope, POA for the Reporting Person
Stock symbol: PRA
Transactions as of: Feb 25, 2025
Transactions value $: $546,823
Form type: 4
Date filed: 2/26/2025, 05:35 PM
Previous filing: Jul 1, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRA	Common Stock	Options Exercise	$651K	+40.4K	+20.03%	$16.13	242K	Feb 25, 2025	Direct	F1, F2
transaction	PRA	Common Stock	Options Exercise	$297K	+18.4K	+7.62%	$16.13	260K	Feb 25, 2025	Direct	F3
transaction	PRA	Common Stock	Tax liability	-$402K	-24.9K	-9.57%	$16.13	235K	Feb 25, 2025	Direct	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRA	Restricted Share Units	Award	$0	+71.3K		$0.00	71.3K	Feb 25, 2025	Common Stock	71.3K		Direct	F4
transaction	PRA	Restricted Stock Units	Options Exercise	$0	-40.4K	-100%	$0.00	0	Feb 25, 2025	Common Stock	40.4K		Direct	F1
transaction	PRA	Restricted Stock Unit	Options Exercise	$0	-18.4K	-100%	$0.00	0	Feb 25, 2025	Common Stock	18.4K		Direct	F3
holding	PRA	Restricted Stock Units						89K	Feb 25, 2025	Common Stock	89K		Direct	F5
holding	PRA	Restricted Share Units						18.4K	Feb 25, 2025	Common Stock	18.4K		Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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 if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2024. 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 25, 2025 the day following ProAssurance Corporation's earnings announcement, 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 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.
F4	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 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 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.