Robert David Francis - May 23, 2025 Form 4 Insider Report for PROASSURANCE CORP (PRA)

Signature
Lee M. Pope POA for Reporting Person
Stock symbol
PRA
Transactions as of
May 23, 2025
Transactions value $
$116,977
Form type
4
Date filed
5/27/2025, 12:12 PM
Previous filing
Feb 26, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
FRANCIS ROBERT DAVID Pres Healthcare Pro. Liability 100 BROOKWOOD PLACE, BIRMINGHAM Lee M. Pope POA for Reporting Person 2025-05-27 0001983910

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRA Common Stock Options Exercise $203K +8.77K +54.87% $23.15 24.7K May 23, 2025 Direct F1, F2
transaction PRA Common Stock Tax liability -$85.9K -3.71K -15.01% $23.15 21K May 23, 2025 Direct F1

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 Units Options Exercise $0 -8.77K -100% $0.00 0 May 23, 2025 Common Stock 8.77K Direct F1
holding PRA Restricted Stock Unit 17.7K May 23, 2025 Common Stock 17.7K Direct F3
holding PRA Restricted Share Units 17.5K May 23, 2025 Common Stock 17.5K Direct F1
holding PRA Restricted Stock Unit 3.23K May 23, 2025 Common Stock 3.23K Direct F4
* 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 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.
F2 The RSUs were priced on May 23, 2025, 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 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.
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 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.