Robert David Francis - Feb 25, 2025 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Signature
Lee M. Pope POA for Reporting Person
Stock symbol
PRA
Transactions as of
Feb 25, 2025
Transactions value $
$103,038
Form type
4
Date filed
2/26/2025, 05:35 PM
Previous filing
May 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRA Common Stock Options Exercise $125K +7.77K +80.75% $16.13 17.4K Feb 25, 2025 Direct F1, F2
transaction PRA Common Stock Options Exercise $52.6K +3.23K +18.55% $16.32 20.6K Feb 25, 2025 Direct F3
transaction PRA Common Stock Tax liability -$75K -4.65K -22.54% $16.13 16K 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 Stock Unit Award $0 +17.7K $0.00 17.7K Feb 25, 2025 Common Stock 17.7K Direct F4
transaction PRA Restricted Stock Units Options Exercise $0 -7.77K -100% $0.00 0 Feb 25, 2025 Common Stock 7.77K Direct F1
transaction PRA Restricted Share Units Options Exercise $0 -3.23K -100% $0.00 0 Feb 25, 2025 Restricted Stock Unit 3.23K Direct F3
holding PRA Restricted Share Units 26.3K Feb 25, 2025 Common Stock 26.3K Direct F5
holding PRA Restricted Stock Unit 3.23K Feb 25, 2025 Common Stock 3.23K 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 IncentiveCompensation Plan. The RSUs will vest if the reporting person remains continuously employed by ProAssurance or one of its subsidiaries until December 31, 2024. Vesting willaccelerate 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 actionof 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 approximatelyequal 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.