ProAssurance Corporation

04/08/2026 | Press release | Distributed by Public on 04/08/2026 14:31

Amendment to Annual Report (Form 10-K/A)

This Amendment No. 1 ("Amendment") on Form 10-K/A amends ProAssurance's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on February 23, 2026 (the "Original Form 10-K"). This Amendment is being filed for the purpose of amending and restating Part III, Items 10, 11, 12, 13 and 14 of Form 10-K. We previously omitted this information from our Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above-referenced items to be incorporated in the Original Form 10-K by reference to our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment to provide the information required in Part III of Form 10-K because we may not file a definitive proxy statement containing that information within 120 days after the end of the fiscal year covered by our Original Form 10-K.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by the Company's principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Additionally, because this Amendment does not include financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as set forth in this Amendment, this Amendment does not amend or otherwise update any other information in the Original Form 10-K, and the Company has not updated disclosures included therein to reflect any events occurring subsequent to the filing date of the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and with our filings with the SEC subsequent to the Original Form 10-K.
Throughout this report, references to "ProAssurance," "ProAssurance Group," "PRA," "Company," "organization," "we," "us" and "our" refer to ProAssurance Corporation and its consolidated subsidiaries. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original 10-K.
TABLE OF CONTENTS
PART III
Item 10.
Directors, Executive Officers and Corporate Governance of the Registrant
4
Item 11.
Executive Compensation
6
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
27
Item 13.
Certain Relationships and Related Transactions, and Director Independence
28
Item 14.
Principal Accountant Fees and Services
30
PART IV
Item 15.
Exhibits and Financial Statement Schedules
33
Signatures
34
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