{"url_path":"/sec/pra/8-k/2026-06-26/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1127703/0001127703-26-000032-index.html","accession_number":"0001127703-26-000032","cik":"0001127703","ticker":"PRA","issuer_name":"PROASSURANCE CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1127703/0001127703-26-000032-index.html","primary_entity_key":"0001127703","primary_entity_name":"PROASSURANCE CORP"},"word_count":413,"has_tables":true,"body_markdown":"ITEM 2.01 COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.\n\nThe information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.\n\nOn 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”).\n\nIn 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\n\n    2\n\naccounts 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.\n\nThe 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](#i6193d1f542fe408ebb82a9e58de91698_88) 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."}