{"filing":{"accession_number":"0001127703-26-000032","cik":"0001127703","ticker":"PRA","company_name":"PROASSURANCE CORP","form":"8-K","filing_date":"2026-06-26","report_date":null,"primary_document":"pra-20260626.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1127703/000112770326000032/pra-20260626.htm"},"events":[{"id":14160,"run_id":12597,"accession_number":"0001127703-26-000032","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"ProAssurance completed a merger in which Merger Sub merged with and into ProAssurance, with ProAssurance becoming a wholly owned subsidiary of The Doctors Company. ProAssurance shareholders received $25.00 per share in cash consideration, with all equity awards converted to cash payments at the same rate.","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26","form":"8-K","submitted_at":null,"items":[{"id":11507,"accession_number":"0001127703-26-000032","item_number":"1.02","item_title":"TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of a material credit agreement in connection with completion of a merger (\"the Merger\"). While Item 1.02 formally addresses agreement termination, the substance is a merger completion event—the credit facility was repaid and terminated as a consequence of the merger transaction. The reference to Item 2.01 (which covers M\u0026A activity) and the language \"in connection with the completion of the Merger\" indicates the principal event is the merger itself, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11508,"accession_number":"0001127703-26-000032","item_number":"2.01","item_title":"COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which ProAssurance shareholders received $25.00 per share in cash consideration, with all equity awards (RSUs, performance shares, deferred compensation) converted to cash payments at the same rate. The filing explicitly references the Merger Agreement and describes the Effective Time conversion mechanics, which are hallmarks of a material acquisition/change of control completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11511,"accession_number":"0001127703-26-000032","item_number":"5.01","item_title":"CHANGES IN CONTROL OF REGISTRANT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ProAssurance disclosed a completed merger in which Merger Sub merged with and into ProAssurance, resulting in ProAssurance becoming a wholly owned subsidiary of The Doctors Company. This constitutes a material change of control and completion of a merger transaction, which is the core definition of ma_activity under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11512,"accession_number":"0001127703-26-000032","item_number":"5.02","item_title":"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses the board and officer changes that occurred \"Upon the Effective Time\" of a merger, as explicitly referenced in the Merger Agreement. The filing describes the cessation of all ProAssurance directors and replacement with new directors and officers of the \"Surviving Corporation.\" While Item 5.02 is the formal disclosure location, the substance is a change of control through merger completion, which is the material event. The reference to Item 2.01 (which covers M\u0026A activity) reinforces that the merger itself is the principal transaction; the board and officer changes are consequences of that merger's effectiveness.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""},{"id":11513,"accession_number":"0001127703-26-000032","item_number":"5.03","item_title":"AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 5.03 disclosure describes amendments to ProAssurance's certificate of incorporation and bylaws \"in connection with the closing of the Merger.\" The prose explicitly references Item 2.01 (which covers material acquisitions and mergers), indicating that the charter amendments are ancillary to a merger closing. The material event is the merger itself, not the routine governance amendments that follow from it.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14161,"run_id":12597,"accession_number":"0001127703-26-000032","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"ProAssurance notified the NYSE on June 26, 2026 of the completion of the merger and requested suspension of trading and delisting of its common stock from the NYSE via Form 25 filing. The company intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations.","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26","form":"8-K","submitted_at":null,"items":[{"id":11509,"accession_number":"0001127703-26-000032","item_number":"3.01","item_title":"NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"ProAssurance notified the NYSE on June 26, 2026 of the completion of a merger and requested suspension of trading and delisting of its common stock from the NYSE via Form 25 filing with the SEC. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a definitive delisting event triggered by merger completion, not merely a risk or notice of potential delisting.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14162,"run_id":12597,"accession_number":"0001127703-26-000032","anchor_item_number":"3.03","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"summary":"ProAssurance disclosed a material modification to the rights of security holders by cross-reference to Items 2.01, 3.01, 5.01, and 5.03, relating to the merger completion, delisting, change of control, and governance amendments.","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26","form":"8-K","submitted_at":null,"items":[{"id":11510,"accession_number":"0001127703-26-000032","item_number":"3.03","item_title":"MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights by cross-reference to Items 2.01 (acquisition/disposition), 3.01 (delisting), 5.01 (changes in control), and 5.03 (amendments to articles/bylaws). Without the full text of those items, the specific nature of the modification cannot be determined—it could involve M\u0026A activity, delisting, governance changes, or a combination thereof. The cross-reference structure prevents precise classification into a single event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":11507,"accession_number":"0001127703-26-000032","item_number":"1.02","item_title":"TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses termination of a material credit agreement in connection with completion of a merger (\"the Merger\"). While Item 1.02 formally addresses agreement termination, the substance is a merger completion event—the credit facility was repaid and terminated as a consequence of the merger transaction. The reference to Item 2.01 (which covers M\u0026A activity) and the language \"in connection with the completion of the Merger\" indicates the principal event is the merger itself, making ma_activity the most salient classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"},{"id":11508,"accession_number":"0001127703-26-000032","item_number":"2.01","item_title":"COMPLETION OF ACQUISITION OF DISPOSITION OF ASSETS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 2.01 discloses the completion of a merger in which ProAssurance shareholders received $25.00 per share in cash consideration, with all equity awards (RSUs, performance shares, deferred compensation) converted to cash payments at the same rate. The filing explicitly references the Merger Agreement and describes the Effective Time conversion mechanics, which are hallmarks of a material acquisition/change of control completion.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"},{"id":11509,"accession_number":"0001127703-26-000032","item_number":"3.01","item_title":"NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"ProAssurance notified the NYSE on June 26, 2026 of the completion of a merger and requested suspension of trading and delisting of its common stock from the NYSE via Form 25 filing with the SEC. The company also intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations. This is a definitive delisting event triggered by merger completion, not merely a risk or notice of potential delisting.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"},{"id":11510,"accession_number":"0001127703-26-000032","item_number":"3.03","item_title":"MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.45,"reasoning":"Item 3.03 discloses a material modification to security holder rights by cross-reference to Items 2.01 (acquisition/disposition), 3.01 (delisting), 5.01 (changes in control), and 5.03 (amendments to articles/bylaws). Without the full text of those items, the specific nature of the modification cannot be determined—it could involve M\u0026A activity, delisting, governance changes, or a combination thereof. The cross-reference structure prevents precise classification into a single event type.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"},{"id":11511,"accession_number":"0001127703-26-000032","item_number":"5.01","item_title":"CHANGES IN CONTROL OF REGISTRANT.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"ProAssurance disclosed a completed merger in which Merger Sub merged with and into ProAssurance, resulting in ProAssurance becoming a wholly owned subsidiary of The Doctors Company. This constitutes a material change of control and completion of a merger transaction, which is the core definition of ma_activity under Item 5.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"},{"id":11512,"accession_number":"0001127703-26-000032","item_number":"5.02","item_title":"DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"This Item 5.02 discloses the board and officer changes that occurred \"Upon the Effective Time\" of a merger, as explicitly referenced in the Merger Agreement. The filing describes the cessation of all ProAssurance directors and replacement with new directors and officers of the \"Surviving Corporation.\" While Item 5.02 is the formal disclosure location, the substance is a change of control through merger completion, which is the material event. The reference to Item 2.01 (which covers M\u0026A activity) reinforces that the merger itself is the principal transaction; the board and officer changes are consequences of that merger's effectiveness.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"},{"id":11513,"accession_number":"0001127703-26-000032","item_number":"5.03","item_title":"AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 5.03 disclosure describes amendments to ProAssurance's certificate of incorporation and bylaws \"in connection with the closing of the Merger.\" The prose explicitly references Item 2.01 (which covers material acquisitions and mergers), indicating that the charter amendments are ancillary to a merger closing. The material event is the merger itself, not the routine governance amendments that follow from it.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-26T16:09:51.302112+00:00","company_name":"PROASSURANCE CORP","ticker":"PRA","filing_date":"2026-06-26"}]}