ProAssurance acquired by The Doctors Company for $25/share; delisting from NYSE

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

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”).

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.

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.

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.

At the Effective Time, a change of control of ProAssurance occurred. Merger Sub merged with and into ProAssurance, the separate corporate existence of Merger Sub ceased, and ProAssurance was the surviving corporation in the Merger and, as a result, is now a wholly owned subsidiary of The Doctors Company.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of ProAssurance ceased to be directors. No director was terminated or resigned because of any disagreement with ProAssurance, its management or its board of directors on any matter relating to its operations, policies or practices.

Upon the Effective Time, in accordance with the terms of the Merger Agreement, all of the existing officers of ProAssurance became the officers of the Surviving Corporation and were immediately replaced with the following officers of the Surviving Corporation, who shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and applicable law: Richard Anderson (Chairman and Chief Executive Officer); Robert E. White, Jr. (President); Marco Vanderlaan (Chief Financial Officer and Treasurer); and David A. McHale (Secretary).

In connection with the closing of the Merger, ProAssurance’s certificate of incorporation was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”) and ProAssurance’s bylaws were amended and restated in their entirety (the “Amended and Restated Bylaws”).