{"url_path":"/sec/pra/8-k/2026-06-26/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.","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":692,"has_tables":true,"body_markdown":"ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.\n\n(d) Exhibits. The following are filed herewith:\n\nExhibit NumberDescription\n\n[2.1](https://www.sec.gov/Archives/edgar/data/1127703/000187524625000017/mergeragreementexecutionve.htm)\n\nAgreement and Plan of Merger by and among ProAssurance Corporation, The Doctors Company and Jackson Acquisition Corporation, dated as of March 19, 2025, a copy of which was filed as an Exhibit to ProAssurance's Current Report on Form 8-K filed with the SEC on March 20, 2025 (File No. 001-16533) and incorporated herein by this reference.\n\n[3.1](ex31certificateofincorpora.htm)\nCertificate of Amendment No. 2 to Certificate of Incorporation of ProAssurance.\n\n[3.2](ex32fifth_amendedxandxrest.htm)\n\nFifth Restatement of the Bylaws of ProAssurance, effective June 26, 2026.\n\n104Cover Page Interactive Data File (formatted as Inline XBRL)\n\n    4\n\nFORWARD-LOOKING STATEMENTS\n\nThis current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “hope,” “hopeful,” “likely,” “may,” “optimistic,” “possible,” “potential,” “preliminary,” “project,” “should,” “will,” “would” or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (a) the completion of the merger on the anticipated terms and timing, (b) the satisfaction of other conditions to the completion of the merger, including obtaining required regulatory approvals; (c) the risk ProAssurance’s stock price may fluctuate during the pendency of the merger and may decline if the merger is not completed; (d) potential litigation relating to the merger that could be instituted against ProAssurance or its directors, managers or officers, including the effects of any outcomes related thereto; (e) the risk that disruptions from the merger will harm ProAssurance’s business, including current plans and operations, including during the pendency of the merger; (f) the ability of ProAssurance to retain and hire key personnel; (g) the diversion of management’s time and attention from ordinary course business operations to completion of the merger and integration matters; (h) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merge; (i) legislative, regulatory and economic developments; (j) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect ProAssurance’s financial performance; (k) certain restrictions during the pendency of the merger that may impact ProAssurance’s ability to pursue certain business opportunities or strategic transactions; (l) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (m) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (n) unexpected costs, liabilities or delays associated with the transaction; (o) the response of competitors to the transaction; (p) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger, including in circumstances requiring ProAssurance to pay a termination fee; and (q) other risks set forth under the heading “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequent filings with the SEC. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.\n\n    5\n\nSIGNATURE\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\nDate: June 26, 2026\n\nPROASSURANCE CORPORATION\n\nby: /s/ David A. McHale\n\n-----------------------------------------------------\n\nDavid A. McHale\nSecretary\n\n    6"}