ProAssurance (PRA) Proxy Filing summary

Executive summary

• ProAssurance has agreed to be acquired by The Doctors Company, creating the second largest medical malpractice insurer in the U.S. and the largest physician-owned carrier, with pro forma MPL direct written premiums of approximately $2 billion.

• The transaction was approved by the ProAssurance Board and is expected to close in the first half of 2026, pending shareholder and regulatory approvals, including antitrust clearance.

• Both companies are rated “A” (Excellent) by AM Best, and the combination is expected to enhance financial stability and competitive positioning in the evolving healthcare and insurance markets.

• The combined entity will continue to serve policyholders, agents, and partners with the same standards and commitment to excellence until the transaction closes.

• Integration planning will begin post-closing, with leadership teams from both organizations collaborating to ensure a smooth transition.

Voting matters and shareholder proposals

• ProAssurance shareholders must approve the transaction at a special meeting to be scheduled in the coming months.

• Shareholders will receive a proxy statement with details about the merger and voting process.

• The acquisition is valued at $25 per share, totaling close to $1.3 billion.

Board of directors and corporate governance

• After the transaction, the combined company will be governed by The Doctors Company Board of Governors.

• Information about directors and executive officers, including their interests in the merger, will be disclosed in the proxy statement.