PROASSURANCE CORP

0001127703 false 12/31 0001127703 2026-06-26 2026-06-26 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2026 ProAssurance Corporation (Exact name of registrant as specified in its charter) Delaware 001-16533 63-1261433 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 100 Brookwood Place, Birmingham, AL 35209 (Address of Principal Executive Office ) (Zip code) Registrant’s telephone number, including area code: (205) 877-4400 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17CFR 240.13e-(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share PRA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 1 INTRODUCTORY NOTE This Current Report on Form 8-K is being filed in connection with the completion of the transactions contemplated by the previously announced Agreement and Plan of Merger, dated as of March 19, 2025 (the “Merger Agreement”), by and among ProAssurance Corporation, a Delaware corporation (“ProAssurance”), The Doctors Company, a California-domiciled reciprocal inter-insurance exchange (“The Doctors Company”) and Jackson Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of The Doctors Company (“Merger Sub”). On June 26, 2026, pursuant to the Merger Agreement, Merger Sub merged with and into ProAssurance (the “Merger”), the separate corporate existence of Merger Sub ceased, and ProAssurance was the surviving corporation in the Merger (the “Surviving Corporation”) and, as a result, is now a wholly owned subsidiary of The Doctors Company. ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT. The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. In connection with the completion of the Merger, on June 26, 2026, all outstanding obligations in respect of principal, interest and fees under that certain Second Amended and Restated Credit Agreement, dated as of April 28, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) by and among ProAssurance, the Lenders from time to time party thereto and U.S. Bank National Association, as administrative agent, were repaid, all commitments under the Credit Agreement were terminated and all liens and guarantees granted in connection therewith were released. ITEM 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), and as a result of the Merger, each share of common stock, $0.01 par value, of ProAssurance (“ProAssurance Common Stock”) that was issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined in the Merger Agreement)) was converted into the right to receive $25.00 per share in cash, without interest (the “Merger Consideration”). In addition, pursuant to the Merger Agreement, as of the Effective Time, (i) except as otherwise agreed to in writing between a holder of restricted stock units and The Doctors Company, each restricted stock unit payable in shares of ProAssurance Common Stock that was issued and outstanding immediately prior to the Effective Time (excluding any such restricted stock units that were forfeited at or prior to the Effective Time in accordance with their terms or in accordance with the Merger Agreement) became fully vested and converted into the right to receive an amount in cash (without interest, less any applicable withholding taxes payable in respect thereto) equal to the Merger Consideration, (ii) except as otherwise agreed to in writing between a holder of performance shares and The Doctors Company, each outstanding performance share payable in shares of ProAssurance Common Stock (determined based on deemed target level performance) automatically vested and converted into the right to receive an amount of cash (without interest, less any applicable withholding taxes payable in respect thereto) equal to the Merger Consideration and (iii) all amounts held in deferred compensation 2 accounts representing awarded shares of ProAssurance Common Stock that were deferred under ProAssurance’s Director Deferred Stock Compensation Plan, and any accrued dividend equivalents in such deferred compensation accounts that were converted into such shares, automatically converted into the right to receive an amount of cash (without interest) equal to the Merger Consideration for each such share. The foregoing description of the Merger Agreement and Merger is not complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to ProAssurance’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025, and is incorporated into this item by reference. ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. On June 26, 2026, in connection with the closing of the Merger, ProAssurance notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that the NYSE (i) suspend trading of ProAssurance Common Stock on the NYSE [before the opening of trading] on June 26, 2026 and (ii) file a notification of removal from listing on Form 25 with the SEC to delist ProAssurance Common Stock from the NYSE and deregister the ProAssurance Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, ProAssurance Common Stock will no longer be listed on the NYSE. In addition, after effectiveness of the Form 25, ProAssurance intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration of the Shares under Section 12(g) of the Exchange Act and the suspension of ProAssurance’s reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the shares of ProAssurance Common Stock. ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. The information set forth in the Introductory Note and Items 2.01, 5.02 and 5.03 of this Curre