ProAssurance Corporation

ITEM 1A. RISK FACTORS.

Our results may differ materially from those we expect and discuss in any forward-looking statements. The principal risk factors that may cause these differences are described in "Item 1A, Risk Factors" in our December 31, 2024 report on Form 10-K and other documents we file with the SEC, such as our current reports on Form 8-K. Other than as described below, there have been no material changes to the "Risk Factors" disclosed in Part 1, Item 1A of ProAssurance's December 31, 2024 report on Form 10-K.

There are numerous risks and uncertainties associated with the proposed acquisition by The Doctors Company.

We have entered into a definitive agreement to be acquired by The Doctors Company through a proposed merger transaction. See Note 1 of the Notes to Condensed Consolidated Financial Statements for further information. There are numerous risks and uncertainties around the transaction including, among others:

risk that the parties are unable to complete the planned acquisition on the anticipated terms and timing. The transaction is subject to a number of closing conditions, including but not limited to receipt of regulatory approvals. The failure to satisfy all the required conditions could prevent the acquisition from occurring. In addition, regulators could impose additional requirements or obligations as conditions for their approval. We can provide no assurance that we will obtain the necessary approvals within the estimated timeframe or at all, or that any such requirements that are imposed by regulators would not result in the termination of the transaction.

risk that the Companys stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed;

potential litigation relating to the proposed transaction that could be instituted against the Company or its directors, managers or officers, including the effects of any outcomes related thereto;

risk that disruptions from the proposed transaction will harm the Companys business, including current plans and operations, including during the pendency of the proposed transaction;

ability of the Company to retain and hire key personnel;

diversion of managements time and attention from ordinary course business operations to completion of the proposed transaction and integration matters;

potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction;

potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Companys financial performance;

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certain restrictions during the pendency of the proposed transaction that may impact the Companys ability to pursue certain business opportunities or strategic transactions;

possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

unexpected costs, liabilities or delays associated with the transaction;

behavior of competitors in response to the transaction; and

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occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring the Company to pay a termination fee.

Any of these events could materially adversely affect our business, financial condition, results of operations, cash flows, liquidity and stock price.