ProAssurance (NYSE: PRA) CEO exercises RSUs and withholds shares for taxes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
ProAssurance Corp President and CEO Edward Rand Jr reported multiple equity award transactions on common stock and restricted stock units. On February 25, 2026, he exercised several batches of restricted stock units into common shares at $24.47 per share and increased his direct common stock holdings.
In connection with these equity events, 30,436 common shares were disposed of to cover tax liabilities, a non–open-market, tax-withholding transaction. Footnotes explain that each restricted stock unit represents a right to one common share that generally vests in equal one-third installments over three-year periods between 2024 and 2029, with accelerated vesting upon death, disability, certain employment terminations, or Compensation Committee action.
Positive
- None.
Negative
- None.
Insider Trade Summary
71,867 shares exercised/converted
Mixed
10 txns
Insider
Rand Edward Lewis Jr
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Share Units | 29,666 | $0.00 | -- |
| Exercise | Restricted Share Units | 23,766 | $0.00 | -- |
| Exercise | Restricted Share Units | 18,435 | $0.00 | -- |
| Exercise | Common Stock | 18,435 | $24.47 | $451K |
| Exercise | Common Stock | 29,666 | $24.47 | $726K |
| Exercise | Common Stock | 23,766 | $24.47 | $582K |
| Tax Withholding | Common Stock | 30,436 | $24.47 | $745K |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
| holding | Restricted Stock Units | -- | -- | -- |
Holdings After Transaction:
Restricted Share Units — 0 shares (Direct);
Common Stock — 270,951 shares (Direct);
Restricted Stock Units — 95,714 shares (Direct)
Footnotes (1)
- 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. The RSUs were priced on February 24, 2026, per the direction of the Compensation Committee of the ProAssurance Corporation Board of Directors. 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. 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. 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.
FAQ
What insider transactions did ProAssurance (PRA) report for its CEO?
ProAssurance reported that President and CEO Edward Rand Jr exercised multiple restricted stock unit awards into common stock and disposed of 30,436 shares to satisfy tax obligations. These movements reflect equity compensation activity, not open-market buying or selling of PRA shares.
How do the ProAssurance (PRA) CEO’s restricted stock units vest?
Each restricted stock unit generally converts into one ProAssurance common share and vests in three equal annual installments. Different grants vest across years from 2024 through 2029, assuming continued employment, with accelerated vesting for death, disability, certain terminations, or Compensation Committee decisions.
From which equity plans are the ProAssurance (PRA) CEO’s RSUs issued?
The CEO’s restricted stock units come from the ProAssurance Corporation 2014 Equity Incentive Compensation Plan and the 2024 Equity Incentive Plan. Both plans settle RSUs in common stock plus cash amounts designed to approximate associated federal, state, and local tax obligations at vesting.
Does the ProAssurance (PRA) CEO still hold restricted stock units after these transactions?
Yes. After the reported transactions, the Form 4 shows ongoing holdings of restricted stock units with balances such as 95,714, 29,665, and 47,529 units. These continuing RSU positions are scheduled to vest over future years, subject to employment and plan conditions.
What triggers accelerated vesting of ProAssurance (PRA) RSUs for the CEO?
Accelerated vesting can occur upon termination of employment due to death, disability, or “Good Reason” as defined in the CEO’s employment agreement. The Compensation Committee of the Board may also act to accelerate vesting, according to the footnotes describing the equity awards.