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ProAssurance Reports Results for Second Quarter 2025

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BIRMINGHAM, Ala.--(BUSINESS WIRE)-- ProAssurance Corporation (NYSE: PRA), an industry-leading specialty insurer with extensive expertise in medical professional liability, today reported net income of $21.9 million, or $0.42 per diluted share, and operating income(1) of $26.8 million, or $0.52 per diluted share, for the three months ended June 30, 2025. For the six months ended June 30, 2025, net income was $16.1 million, or $0.31 per diluted share, and operating income was $33.6 million, or $0.65 per diluted share.

Second Quarter Highlights(2)

  • Second-quarter operating performance continues to demonstrate our continued progress toward premium rate levels appropriate for the challenging conditions in the medical professional liability and workersâ€� compensation markets. Net results were impacted by non-operating items totaling $4.8 million, which are discussed under “Reconciliation of Net Income (Loss) to Non-GAAP Operating Income (Loss)â€� on page 7.
  • Stable net premiums written of $135.9 million for our Medical Professional Liability business, which makes up over 95% of the Specialty P&C segment, were offset by declines in the other business lines in the segment. Net premiums written for the Workersâ€� Compensation Insurance segment were up $1.4 million.
  • Specialty P&C renewal premium increases of 10% this quarter are part of the cumulative premium change of more than 70% we have accomplished since 2018 in the medical professional liability market. Retention for the Specialty P&C segment was 81% for the second quarter of 2025, including 82% for our standard physicians Medical Professional Liability book of business. We continue to forgo renewal and new business opportunities when we believe they do not meet our expectation of rate adequacy in the current medical professional liability loss environment.
  • Consolidated Non-GAAP combined ratio(1) improved 9.5 percentage points over the second quarter of 2024 as the Specialty P&C segment’s Non-GAAP combined ratio(1) improved 11.6 percentage points over the prior year, largely due to the effect of favorable prior year reserve development.
  • Consolidated net investment income increased 6%, reflecting higher average book yields as well as an increase in average investment balances. Earnings from limited partnership investments (reported as equity in earnings of unconsolidated subsidiaries) reflected lower market valuations during the fourth quarter of 2024 and first quarter of 2025.
  • Book value per share was $24.80 at June 30, 2025, up $1.31 from $23.49 at year-end 2024; Non-GAAP adjusted book value per share(1) was $27.07 compared with $26.86 at year end.

“Our history in medical professional liability has taught us that our focused efforts will be successful over the long-term in this cyclical market,� said Ned Rand, President and Chief Executive Officer of ProAssurance. “The quarter again illustrated benefits from our focus on ongoing actions to achieve sustained profitability, including price adequacy, disciplined underwriting and cost management, and we expect to see further progress in coming quarters.

“Joining forces with The Doctors Company through the transaction we announced in March will allow our organizations to continue to serve today’s healthcare providers with the necessary scale and breadth of capabilities. On June 24, ProAssurance stockholders overwhelmingly approved the transaction, and on July 2 the Federal Trade Commission granted the transaction early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction remains subject to regulatory approvals by the insurance regulators in the domicile states (and District of Columbia) of ProAssurance’s insurance subsidiaries as well as other customary closing conditions, and is expected to close in the first half of 2026,� Rand said.

(1) Represents a Non-GAAP financial measure that excludes certain items that are not indicative of the performance of our ongoing core operations. See a reconciliation of the Non-GAAP financial measure to its GAAP counterpart under the heading “Non-GAAP Financial Measures� that follows.

(2) Comparisons are to the second quarter of 2024 unless otherwise noted.

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CONSOLIDATED INCOME STATEMENT HIGHLIGHTS

Selected consolidated financial data for each period is summarized in the table below.

Ìý

Three Months Ended June 30

Ìý

Six Months Ended June 30

($ in thousands, except per share data)

2025

Ìý

2024

Ìý

Change

Ìý

2025

Ìý

2024

Ìý

Change

Revenues

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Gross premiums written(1)

$

216,928

Ìý

$

223,921

Ìý

Ìý

(3.1

%)

Ìý

$

520,748

Ìý

Ìý

$

535,262

Ìý

Ìý

(2.7

%)

Net premiums written

$

195,640

Ìý

$

202,911

Ìý

Ìý

(3.6

%)

Ìý

$

471,691

Ìý

Ìý

$

485,584

Ìý

Ìý

(2.9

%)

Net premiums earned

$

232,407

Ìý

$

239,867

Ìý

Ìý

(3.1

%)

Ìý

$

468,682

Ìý

Ìý

$

484,017

Ìý

Ìý

(3.2

%)

Net investment income

Ìý

38,933

Ìý

Ìý

36,558

Ìý

Ìý

6.5

%

Ìý

Ìý

75,883

Ìý

Ìý

Ìý

70,455

Ìý

Ìý

7.7

%

Equity in earnings (loss) of unconsolidated subsidiaries

Ìý

4,584

Ìý

Ìý

8,652

Ìý

Ìý

(47.0

%)

Ìý

Ìý

8,599

Ìý

Ìý

Ìý

11,616

Ìý

Ìý

(26.0

%)

Net investment gains (losses)(2)

Ìý

227

Ìý

Ìý

3,163

Ìý

Ìý

(92.8

%)

Ìý

Ìý

(1,466

)

Ìý

Ìý

2,895

Ìý

Ìý

(150.6

%)

Other income (expense)(1)

Ìý

602

Ìý

Ìý

2,115

Ìý

Ìý

(71.5

%)

Ìý

Ìý

(2,867

)

Ìý

Ìý

6,070

Ìý

Ìý

(147.2

%)

Total revenues(1)

Ìý

276,753

Ìý

Ìý

290,355

Ìý

Ìý

(4.7

%)

Ìý

Ìý

548,831

Ìý

Ìý

Ìý

575,053

Ìý

Ìý

(4.6

%)

Expenses

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Net losses and loss adjustment expenses

Ìý

159,937

Ìý

Ìý

186,000

Ìý

Ìý

(14.0

%)

Ìý

Ìý

349,898

Ìý

Ìý

Ìý

380,694

Ìý

Ìý

(8.1

%)

Underwriting, policy acquisition and operating expenses(1)

Ìý

80,915

Ìý

Ìý

80,017

Ìý

Ìý

1.1

%

Ìý

Ìý

164,103

Ìý

Ìý

Ìý

158,023

Ìý

Ìý

3.8

%

SPC U.S. federal income tax expense (benefit)

Ìý

906

Ìý

Ìý

249

Ìý

Ìý

263.9

%

Ìý

Ìý

1,255

Ìý

Ìý

Ìý

666

Ìý

Ìý

88.4

%

SPC dividend expense (income)

Ìý

2,336

Ìý

Ìý

512

Ìý

Ìý

356.3

%

Ìý

Ìý

2,088

Ìý

Ìý

Ìý

1,119

Ìý

Ìý

86.6

%

Interest expense

Ìý

5,224

Ìý

Ìý

5,648

Ìý

Ìý

(7.5

%)

Ìý

Ìý

10,384

Ìý

Ìý

Ìý

11,305

Ìý

Ìý

(8.1

%)

Total expenses(1)

Ìý

249,318

Ìý

Ìý

272,426

Ìý

Ìý

(8.5

%)

Ìý

Ìý

527,728

Ìý

Ìý

Ìý

551,807

Ìý

Ìý

(4.4

%)

Income (loss) before income taxes

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27,435

Ìý

Ìý

17,929

Ìý

Ìý

53.0

%

Ìý

Ìý

21,103

Ìý

Ìý

Ìý

23,246

Ìý

Ìý

(9.2

%)

Income tax expense (benefit)

Ìý

5,514

Ìý

Ìý

2,421

Ìý

Ìý

127.8

%

Ìý

Ìý

5,004

Ìý

Ìý

Ìý

3,112

Ìý

Ìý

60.8

%

Net income (loss)

$

21,921

Ìý

$

15,508

Ìý

Ìý

41.4

%

Ìý

$

16,099

Ìý

Ìý

$

20,134

Ìý

Ìý

(20.0

%)

Non-GAAP operating income (loss)(3)

$

26,768

Ìý

$

10,939

Ìý

Ìý

144.7

%

Ìý

$

33,577

Ìý

Ìý

$

13,972

Ìý

Ìý

140.3

%

Weighted average number of common shares outstanding

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Basic

Ìý

51,345

Ìý

Ìý

51,060

Ìý

Ìý

Ìý

Ìý

51,267

Ìý

Ìý

Ìý

51,036

Ìý

Ìý

Diluted

Ìý

51,677

Ìý

Ìý

51,225

Ìý

Ìý

Ìý

Ìý

51,562

Ìý

Ìý

Ìý

51,187

Ìý

Ìý

Earnings (loss) per share

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

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Net income (loss) per diluted share

$

0.42

Ìý

$

0.30

Ìý

$

0.12

Ìý

Ìý

$

0.31

Ìý

Ìý

$

0.39

Ìý

$

(0.08

)

Non-GAAP operating income (loss) per diluted share

$

0.52

Ìý

$

0.21

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$

0.31

Ìý

Ìý

$

0.65

Ìý

Ìý

$

0.27

Ìý

$

0.38

Ìý

Ìý

(1) Consolidated totals include inter-segment eliminations. The eliminations affect individual line items only and have no effect on net income (loss). See Note 12 of the Notes to Condensed Consolidated Financial Statements in our June 30, 2025 report on Form 10-Q for amounts by line item.

(2) This line item typically includes both realized and unrealized investment gains and losses and investment impairments losses. Detailed information regarding the components of net investment gains (losses) are included in Note 3 of the Notes to Condensed Consolidated Financial Statements in our June 30, 2025 report on Form 10-Q.

(3) See a reconciliation of net income (loss) to non-GAAP operating income (loss) under the heading “Non-GAAP Financial Measures� that follows.

The abbreviation �nm� indicates that the information or the percentage change is not meaningful.

BALANCE SHEET HIGHLIGHTS

($ in thousands, except per share data)

June 30, 2025

December 31, 2024

Total investments

$

4,379,327

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$

4,367,427

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Total assets

$

5,485,603

Ìý

$

5,574,273

Ìý

Total liabilities

$

4,210,353

Ìý

$

4,372,524

Ìý

Common shares (par value $0.01)

$

640

Ìý

$

638

Ìý

Retained earnings

$

1,450,824

Ìý

$

1,434,725

Ìý

Treasury shares

$

(469,694

)

$

(469,694

)

Shareholders� equity

$

1,275,250

Ìý

$

1,201,749

Ìý

Book value per share

$

24.80

Ìý

$

23.49

Ìý

Non-GAAP adjusted book value per share(1)

$

27.07

Ìý

$

26.86

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Ìý

(1) Adjusted book value per share is a Non-GAAP financial measure. See a reconciliation of book value per share to Non-GAAP adjusted book value per share under the heading “Non-GAAP Financial Measures� that follows.

CONSOLIDATED KEY RATIOS

Ìý

Three Months Ended
June 30

Ìý

Six Months Ended
June 30

Ìý

2025

Ìý

2024

Ìý

2025

Ìý

2024

Current accident year net loss ratio

79.8

%

Ìý

80.3

%

Ìý

80.3

%

Ìý

80.1

%

Effect of prior accident years� reserve development

(11.0

%)

Ìý

(2.8

%)

Ìý

(5.6

%)

Ìý

(1.4

%)

Net loss ratio

68.8

%

Ìý

77.5

%

Ìý

74.7

%

Ìý

78.7

%

Underwriting expense ratio

34.8

%

Ìý

33.4

%

Ìý

35.0

%

Ìý

32.6

%

Combined ratio

103.6

%

Ìý

110.9

%

Ìý

109.7

%

Ìý

111.3

%

Non-GAAP combined ratio(2)

101.8

%

Ìý

111.3

%

Ìý

107.1

%

Ìý

111.9

%

Operating ratio

86.8

%

Ìý

95.7

%

Ìý

93.5

%

Ìý

96.7

%

Non-GAAP operating ratio(2)

84.9

%

Ìý

95.6

%

Ìý

90.8

%

Ìý

96.9

%

Return on equity(1)

7.0

%

Ìý

5.5

%

Ìý

2.6

%

Ìý

3.6

%

Non-GAAP operating return on equity(1)(2)

8.5

%

Ìý

3.9

%

Ìý

5.4

%

Ìý

2.5

%

Ìý

(1) Annualized. Refer to our June 30, 2025 report on Form 10-Q under the heading “Non-GAAP Operating ROE� in the Executive Summary of Operations section for details on our calculation.

(2) Represents a Non-GAAP financial measure. See a reconciliation to their GAAP counterparts under the heading “Non-GAAP Adjusted Key Ratios� that follows.

SPECIALTY P&C SEGMENT RESULTS

Ìý

Ìý

Three Months Ended June 30

Ìý

Six Months Ended June 30

($ in thousands)

2025

Ìý

2024

Ìý

% Change

Ìý

2025

Ìý

2024

Ìý

% Change

Gross premiums written

$

157,610

Ìý

Ìý

$

163,176

Ìý

Ìý

(3.4

%)

Ìý

$

391,620

Ìý

Ìý

$

401,894

Ìý

Ìý

(2.6

%)

Net premiums written

$

142,937

Ìý

Ìý

$

149,020

Ìý

Ìý

(4.1

%)

Ìý

$

356,593

Ìý

Ìý

$

367,719

Ìý

Ìý

(3.0

%)

Net premiums earned

$

179,308

Ìý

Ìý

$

184,546

Ìý

Ìý

(2.8

%)

Ìý

$

362,564

Ìý

Ìý

$

373,433

Ìý

Ìý

(2.9

%)

Other income (expense)

Ìý

2,141

Ìý

Ìý

Ìý

1,427

Ìý

Ìý

50.0

%

Ìý

Ìý

5,908

Ìý

Ìý

Ìý

3,589

Ìý

Ìý

64.6

%

Total revenues

Ìý

181,449

Ìý

Ìý

Ìý

185,973

Ìý

Ìý

(2.4

%)

Ìý

Ìý

368,472

Ìý

Ìý

Ìý

377,022

Ìý

Ìý

(2.3

%)

Net losses and loss adjustment expenses

Ìý

(123,746

)

Ìý

Ìý

(145,234

)

Ìý

(14.8

%)

Ìý

Ìý

(275,995

)

Ìý

Ìý

(298,227

)

Ìý

(7.5

%)

Underwriting, policy acquisition and operating expenses

Ìý

(47,009

)

Ìý

Ìý

(50,956

)

Ìý

(7.7

%)

Ìý

Ìý

(95,645

)

Ìý

Ìý

(102,292

)

Ìý

(6.5

%)

Total expenses

Ìý

(170,755

)

Ìý

Ìý

(196,190

)

Ìý

(13.0

%)

Ìý

Ìý

(371,640

)

Ìý

Ìý

(400,519

)

Ìý

(7.2

%)

Segment results

$

10,694

Ìý

Ìý

$

(10,217

)

Ìý

204.7

%

Ìý

$

(3,168

)

Ìý

$

(23,497

)

Ìý

86.5

%

Ìý

SPECIALTY P&C SEGMENT NON-GAAP ADJUSTED KEY RATIOS(1)

Ìý

Three Months Ended
June 30

Ìý

Six Months Ended
June 30

Ìý

2025

Ìý

2024

Ìý

2025

Ìý

2024

Current accident year net loss ratio

82.2

%

Ìý

82.8

%

Ìý

82.7

%

Ìý

82.8

%

Effect of prior accident years� reserve development

(13.1

%)

Ìý

(3.8

%)

Ìý

(6.8

%)

Ìý

(2.3

%)

Net loss ratio

69.1

%

Ìý

79.0

%

Ìý

75.9

%

Ìý

80.5

%

Underwriting expense ratio

26.1

%

Ìý

27.8

%

Ìý

26.3

%

Ìý

27.4

%

Combined ratio

95.2

%

Ìý

106.8

%

Ìý

102.2

%

Ìý

107.9

%

Ìý

(1) Represents Non-GAAP financial measures. See a reconciliation to their GAAP counterparts under the heading “Non-GAAP Adjusted Key Ratios� that follows.

WORKERS� COMPENSATION INSURANCE SEGMENT RESULTS

Ìý

Ìý

Three Months Ended June 30

Ìý

Six Months Ended June 30

($ in thousands)

2025

Ìý

2024

Ìý

% Change

Ìý

2025

Ìý

2024

Ìý

% Change

Gross premiums written

$

59,318

Ìý

Ìý

$

60,745

Ìý

Ìý

(2.3

%)

Ìý

$

129,128

Ìý

Ìý

$

133,360

Ìý

Ìý

(3.2

%)

Net premiums written

$

41,369

Ìý

Ìý

$

39,993

Ìý

Ìý

3.4

%

Ìý

$

92,975

Ìý

Ìý

$

90,346

Ìý

Ìý

2.9

%

Net premiums earned

$

41,543

Ìý

Ìý

$

41,770

Ìý

Ìý

(0.5

%)

Ìý

$

83,066

Ìý

Ìý

$

82,864

Ìý

Ìý

0.2

%

Other income (expense)

Ìý

434

Ìý

Ìý

Ìý

469

Ìý

Ìý

(7.5

%)

Ìý

Ìý

823

Ìý

Ìý

Ìý

946

Ìý

Ìý

(13.0

%)

Total revenues

Ìý

41,977

Ìý

Ìý

Ìý

42,239

Ìý

Ìý

(0.6

%)

Ìý

Ìý

83,889

Ìý

Ìý

Ìý

83,810

Ìý

Ìý

0.1

%

Net losses and loss adjustment expenses

Ìý

(31,148

)

Ìý

Ìý

(32,149

)

Ìý

(3.1

%)

Ìý

Ìý

(61,300

)

Ìý

Ìý

(63,786

)

Ìý

(3.9

%)

Underwriting, policy acquisition and operating expenses

Ìý

(16,788

)

Ìý

Ìý

(15,139

)

Ìý

10.9

%

Ìý

Ìý

(32,390

)

Ìý

Ìý

(29,628

)

Ìý

9.3

%

Total expenses

Ìý

(47,936

)

Ìý

Ìý

(47,288

)

Ìý

1.4

%

Ìý

Ìý

(93,690

)

Ìý

Ìý

(93,414

)

Ìý

0.3

%

Segment results

$

(5,959

)

Ìý

$

(5,049

)

Ìý

(18.0

%)

Ìý

$

(9,801

)

Ìý

$

(9,604

)

Ìý

(2.1

%)

Ìý

WORKERS� COMPENSATION INSURANCE SEGMENT KEY RATIOS

Ìý

Three Months Ended
June 30

Ìý

Six Months Ended
June 30

Ìý

2025

Ìý

2024

Ìý

2025

Ìý

2024

Current accident year net loss ratio

75.0

%

Ìý

77.0

%

Ìý

75.0

%

Ìý

77.0

%

Effect of prior accident years� reserve development

�

%

Ìý

�

%

Ìý

(1.2

%)

Ìý

�

%

Net loss ratio

75.0

%

Ìý

77.0

%

Ìý

73.8

%

Ìý

77.0

%

Underwriting expense ratio

40.4

%

Ìý

36.2

%

Ìý

39.0

%

Ìý

35.8

%

Combined ratio

115.4

%

Ìý

113.2

%

Ìý

112.8

%

Ìý

112.8

%

Ìý

SEGREGATED PORTFOLIO CELL REINSURANCE SEGMENT RESULTS

Ìý

Three Months Ended June 30

Ìý

Six Months Ended June 30

($ in thousands)

2025

Ìý

2024

Ìý

% Change

Ìý

2025

Ìý

2024

Ìý

% Change

Gross premiums written

$

13,028

Ìý

Ìý

$

15,883

Ìý

Ìý

(18.0

%)

Ìý

$

25,776

Ìý

Ìý

$

31,817

Ìý

Ìý

(19.0

%)

Net premiums written

$

11,334

Ìý

Ìý

$

13,898

Ìý

Ìý

(18.4

%)

Ìý

$

22,123

Ìý

Ìý

$

27,519

Ìý

Ìý

(19.6

%)

Net premiums earned

$

11,556

Ìý

Ìý

$

13,551

Ìý

Ìý

(14.7

%)

Ìý

$

23,052

Ìý

Ìý

$

27,720

Ìý

Ìý

(16.8

%)

Net investment income

Ìý

902

Ìý

Ìý

Ìý

985

Ìý

Ìý

(8.4

%)

Ìý

Ìý

1,718

Ìý

Ìý

Ìý

1,678

Ìý

Ìý

2.4

%

Net investment gains (losses)

Ìý

1,318

Ìý

Ìý

Ìý

258

Ìý

Ìý

410.9

%

Ìý

Ìý

983

Ìý

Ìý

Ìý

1,728

Ìý

Ìý

(43.1

%)

Other income (expense)

Ìý

18

Ìý

Ìý

Ìý

1

Ìý

Ìý

1,700.0

%

Ìý

Ìý

17

Ìý

Ìý

Ìý

�

Ìý

Ìý

nm

Net losses and loss adjustment expenses

Ìý

(5,043

)

Ìý

Ìý

(8,617

)

Ìý

(41.5

%)

Ìý

Ìý

(12,603

)

Ìý

Ìý

(18,681

)

Ìý

(32.5

%)

Underwriting, policy acquisition and operating expenses

Ìý

(3,948

)

Ìý

Ìý

(5,250

)

Ìý

(24.8

%)

Ìý

Ìý

(8,081

)

Ìý

Ìý

(9,961

)

Ìý

(18.9

%)

SPC U.S. federal income tax (expense) benefit (1)

Ìý

(906

)

Ìý

Ìý

(249

)

Ìý

263.9

%

Ìý

Ìý

(1,255

)

Ìý

Ìý

(666

)

Ìý

88.4

%

SPC net results

Ìý

3,897

Ìý

Ìý

Ìý

679

Ìý

Ìý

473.9

%

Ìý

Ìý

3,831

Ìý

Ìý

Ìý

1,818

Ìý

Ìý

110.7

%

SPC dividend (expense) income (2)

Ìý

(2,336

)

Ìý

Ìý

(512

)

Ìý

356.3

%

Ìý

Ìý

(2,088

)

Ìý

Ìý

(1,119

)

Ìý

86.6

%

Segment results (3)

$

1,561

Ìý

Ìý

$

167

Ìý

Ìý

834.7

%

Ìý

$

1,743

Ìý

Ìý

$

699

Ìý

Ìý

149.4

%

Ìý

(1) Represents the provision for U.S. federal income taxes for SPCs at Inova Re, which have elected to be taxed as a U.S. corporation under Section 953(d) of the Internal Revenue Code. U.S. federal income taxes are included in the total SPC net results and are paid by the individual SPCs.

(2) Represents the net (profit) loss attributable to external cell participants.

(3) Represents our share of the net profit (loss) and OCI of the SPCs in which we participate.

SEGREGATED PORTFOLIO CELL REINSURANCE SEGMENT KEY RATIOS

Ìý

Three Months Ended June 30

Ìý

Six Months Ended June 30

Ìý

2025

Ìý

2024

Ìý

2025

Ìý

2024

Current accident year net loss ratio

63.7

%

Ìý

66.1

%

Ìý

66.3

%

Ìý

65.6

%

Effect of prior accident years� reserve development

(20.1

%)

Ìý

(2.5

%)

Ìý

(11.6

%)

Ìý

1.8

%

Net loss ratio

43.6

%

Ìý

63.6

%

Ìý

54.7

%

Ìý

67.4

%

Underwriting expense ratio

34.2

%

Ìý

38.7

%

Ìý

35.1

%

Ìý

35.9

%

Combined ratio

77.8

%

Ìý

102.3

%

Ìý

89.8

%

Ìý

103.3

%

Ìý

CORPORATE SEGMENT

Ìý

Ìý

Three Months Ended June 30

Ìý

Six Months Ended June 30

($ in thousands)

2025

Ìý

2024

Ìý

% Change

Ìý

2025

Ìý

2024

Ìý

% Change

Net investment income

$

38,031

Ìý

Ìý

$

35,573

Ìý

Ìý

6.9

%

Ìý

$

74,165

Ìý

Ìý

$

68,777

Ìý

Ìý

7.8

%

Equity in earnings (loss) of unconsolidated subsidiaries:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

All other investments, primarily investment fund LPs/LLCs

Ìý

4,524

Ìý

Ìý

Ìý

8,261

Ìý

Ìý

(45.2

%)

Ìý

Ìý

8,594

Ìý

Ìý

Ìý

11,328

Ìý

Ìý

(24.1

%)

Tax credit partnerships

Ìý

60

Ìý

Ìý

Ìý

391

Ìý

Ìý

(84.7

%)

Ìý

Ìý

5

Ìý

Ìý

Ìý

288

Ìý

Ìý

(98.3

%)

Total equity in earnings (loss) of unconsolidated subsidiaries:

Ìý

4,584

Ìý

Ìý

Ìý

8,652

Ìý

Ìý

(47.0

%)

Ìý

Ìý

8,599

Ìý

Ìý

Ìý

11,616

Ìý

Ìý

(26.0

%)

Net investment gains (losses)

Ìý

(1,091

)

Ìý

Ìý

(3,835

)

Ìý

71.6

%

Ìý

Ìý

(2,449

)

Ìý

Ìý

(5,573

)

Ìý

56.1

%

Other income (expense)

Ìý

(1,754

)

Ìý

Ìý

511

Ìý

Ìý

(443.2

%)

Ìý

Ìý

(9,037

)

Ìý

Ìý

2,510

Ìý

Ìý

(460.0

%)

Operating expenses(1)

Ìý

(8,869

)

Ìý

Ìý

(8,645

)

Ìý

2.6

%

Ìý

Ìý

(16,971

)

Ìý

Ìý

(16,797

)

Ìý

1.0

%

Interest expense

Ìý

(5,224

)

Ìý

Ìý

(5,648

)

Ìý

(7.5

%)

Ìý

Ìý

(10,384

)

Ìý

Ìý

(11,305

)

Ìý

(8.1

%)

Income tax (expense) benefit(1)

Ìý

(5,844

)

Ìý

Ìý

(2,488

)

Ìý

134.9

%

Ìý

Ìý

(6,073

)

Ìý

Ìý

(3,179

)

Ìý

91.0

%

Segment results

$

19,833

Ìý

Ìý

$

24,120

Ìý

Ìý

(17.8

%)

Ìý

$

37,850

Ìý

Ìý

$

46,049

Ìý

Ìý

(17.8

%)

Consolidated effective tax rate

Ìý

20.1

%

Ìý

Ìý

13.5

%

Ìý

Ìý

Ìý

Ìý

23.7

%

Ìý

Ìý

13.4

%

Ìý

Ìý

Ìý

(1) Our Corporate segment results for the three and six months ended June 30, 2025 exclude pre-tax transaction-related costs of $4.5 million and $11.6 million, respectively, and the associated income tax benefit of $0.3 million and $1.1 million, respectively, related to the proposed merger transaction with The Doctors Company. Our Corporate segment results for the three and six months ended June 30, 2024 exclude pre-tax transaction-related costs of $0.3 million and the associated income tax benefit of $0.1 million attributable to actuarial consulting fees paid during the second quarter of 2024 in relation to the final determination of contingent consideration associated with the NORCAL acquisition. These costs are excluded as we do not consider these items in assessing the financial performance of the segment. Additional information regarding the proposed merger transaction with The Doctors Company is provided in Note 1 of the Notes to the Condensed Consolidated Financial Statements in our June 30, 2025 report on Form 10-Q.

NON-GAAP FINANCIAL MEASURES
Non-GAAP Operating Income (Loss)
Non-GAAP operating income (loss) is a financial measure that is widely used to evaluate performance within the insurance sector. In calculating Non-GAAP operating income (loss), we have excluded the effects of the items listed in the following table that do not reflect normal results. We believe Non-GAAP operating income (loss) presents a useful view of the performance of our ongoing core insurance operations; however, it should be considered in conjunction with net income (loss) computed in accordance with GAAP. The following table is a reconciliation of net income (loss) to Non-GAAP operating income (loss):

RECONCILIATION OF NET INCOME (LOSS) TO NON-GAAP OPERATING INCOME (LOSS)

Ìý

Three Months Ended
June 30

Ìý

Six Months Ended
June 30

($ in thousands, except per share data)

2025

Ìý

2024

Ìý

2025

Ìý

2024

Net income (loss)

$

21,921

Ìý

Ìý

$

15,508

Ìý

Ìý

$

16,099

Ìý

Ìý

$

20,134

Ìý

Items excluded in the calculation of Non-GAAP operating income (loss):

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Net investment (gains) losses (1)

Ìý

(227

)

Ìý

Ìý

(3,163

)

Ìý

Ìý

1,466

Ìý

Ìý

Ìý

(2,895

)

Net investment gains (losses) attributable to SPCs in which no profit/loss is retained (2)

Ìý

924

Ìý

Ìý

Ìý

175

Ìý

Ìý

Ìý

684

Ìý

Ìý

Ìý

1,327

Ìý

Transaction-related costs (3)

Ìý

4,538

Ìý

Ìý

Ìý

320

Ìý

Ìý

Ìý

11,594

Ìý

Ìý

Ìý

320

Ìý

Foreign currency exchange rate (gains) losses (4)

Ìý

1,754

Ìý

Ìý

Ìý

(511

)

Ìý

Ìý

9,037

Ìý

Ìý

Ìý

(2,440

)

Non-operating income (5)

Ìý

(950

)

Ìý

Ìý

�

Ìý

Ìý

Ìý

(3,162

)

Ìý

Ìý

�

Ìý

Guaranty fund assessments (recoupments)

Ìý

90

Ìý

Ìý

Ìý

(59

)

Ìý

Ìý

95

Ìý

Ìý

Ìý

28

Ìý

Non-core operations (6)

Ìý

(559

)

Ìý

Ìý

(586

)

Ìý

Ìý

563

Ìý

Ìý

Ìý

(1,731

)

Pre-tax effect of exclusions

Ìý

5,570

Ìý

Ìý

Ìý

(3,824

)

Ìý

Ìý

20,277

Ìý

Ìý

Ìý

(5,391

)

Tax effect, at 21% (7)

Ìý

(723

)

Ìý

Ìý

(745

)

Ìý

Ìý

(2,799

)

Ìý

Ìý

(771

)

After-tax effect of exclusions

Ìý

4,847

Ìý

Ìý

Ìý

(4,569

)

Ìý

Ìý

17,478

Ìý

Ìý

Ìý

(6,162

)

Non-GAAP operating income (loss)

$

26,768

Ìý

Ìý

$

10,939

Ìý

Ìý

$

33,577

Ìý

Ìý

$

13,972

Ìý

Per diluted common share:

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Net income (loss)

$

0.42

Ìý

Ìý

$

0.30

Ìý

Ìý

$

0.31

Ìý

Ìý

$

0.39

Ìý

Effect of exclusions

Ìý

0.10

Ìý

Ìý

Ìý

(0.09

)

Ìý

Ìý

0.34

Ìý

Ìý

Ìý

(0.12

)

Non-GAAP operating income (loss) per diluted common share

$

0.52

Ìý

Ìý

$

0.21

Ìý

Ìý

$

0.65

Ìý

Ìý

$

0.27

Ìý

Ìý

(1) Net investment gains (losses) recognized in earnings are primarily driven by changes in the value of investments that are marked to fair value each period, the nature and timing of which are unrelated to our normal operating results. In addition, net investment gains (losses) for the three and six months ended June 30, 2024 include the $6.5 million decrease to the contingent consideration liability.

(2) Net investment gains (losses) on investments related to SPCs are recognized in our Segregated Portfolio Cell Reinsurance segment. SPC results, including any net investment gain or loss, that are attributable to external cell participants are reflected in the SPC dividend expense (income). To be consistent with our exclusion of net investment gains (losses) recognized in earnings, we are excluding the portion of net investment gains (losses) that is included in the SPC dividend expense (income) which is attributable to the external cell participants.

(3) Transaction-related costs in 2025 are attributable to professional fees incurred in relation to the proposed merger transaction with The Doctors Company. Additional information regarding the proposed merger transaction with The Doctors Company is provided in Note 1 of the Notes to the Condensed Consolidated Financial Statements in our June 30, 2025 report on Form 10-Q. Transaction-related costs in 2024 are attributable to actuarial consulting fees paid during the second quarter of 2024 in relation to the final determination of contingent consideration associated with the NORCAL acquisition. We are excluding these costs as they do not reflect normal operating results and are unique and non-recurring in nature.

(4) Foreign currency exchange rate gains (losses) are reported in our Corporate segment and are primarily related to foreign currency denominated balances associated with international insurance exposures, primarily related to our strategic partnership with an international medical professional liability insured in our Specialty P&C segment. Due to the size of the loss reserves associated with these international exposures, even nominal movements in exchange rates can lead to volatility in our results of operations. We exclude foreign currency exchange rate movements as the nature and timing of these changes are not indicative of our normal core operating results. Additional information on foreign currency exchange rate gains (losses) is provided in the Executive Summary of Operations section under the heading "Revenues" in our June 30, 2025 report on Form 10-Q.

(5) Non-operating income in the 2025 three-month period reflects proceeds of $1.0 million associated with the sale of the renewal rights related to our legal professional liability book of business to an unrelated third party in the current quarter. Further, in the 2025 six-month period, non-operating income includes a gain of $2.2 million associated with the sale of our Franklin, TN property to an unrelated third party in the first quarter of 2025. Additional information regarding the legal professional liability transaction is provided in the Segment Results - Specialty Property and Casualty section under the heading "Gross Premium Written" in our June 30, 2025 report on Form 10-Q. We are excluding these items as they do not reflect normal operating results and are unique and non-recurring in nature.

(6) Non-core operations include the net underwriting results from operations that are currently in run-off but do not qualify for Discontinued Operations accounting treatment under GAAP. These operations include our Lloyd's Syndicates operations from our previous participation in Syndicate 1729 and Syndicate 6131 as well as our legal professional liability book of business. Net investment gains (losses) recognized in earnings associated with these operations are included in the adjustment for consolidated net investment gains (losses) as described in footnote 1.

(7) The 21% rate is the annual expected statutory tax rate associated with the taxable or tax deductible items listed above. We utilized the estimated annual effective tax rate method for the three and six months ended June 30, 2025 and 2024. See further discussion on this method in the Critical Accounting Estimates section under the heading "Estimation of Taxes" and in Note 4 of the Notes to Condensed Consolidated Financial Statements in our June 30, 2025 report on Form 10-Q. For both the 2025 and 2024 periods, our effective tax rate was applied to these items in calculating net income (loss), excluding net investment gains (losses) and related adjustments which were treated as discrete items and were tax effected at the annual expected statutory tax rate (21%) in the period they were included in our consolidated tax provision and net income (loss). The taxes associated with the net investment gains (losses) related to SPCs in our Segregated Portfolio Cell Reinsurance segment are paid by the individual SPCs and are not included in our consolidated tax provision or net income (loss); therefore, both the net investment gains (losses) from our Segregated Portfolio Cell Reinsurance segment and the adjustment to exclude the portion of net investment gains (losses) included in the SPC dividend expense (income) in the table above are not tax effected. There are no taxes associated with our Lloyd’s Syndicates operations in our consolidated tax provision due to the availability of net operating losses and the full valuation allowance recorded against the deferred tax assets. Accordingly, all adjustments related to our Lloyd's Syndicates operations in the table above are not tax effected. The portion of transaction-related costs that is tax deductible was tax effected at the statutory tax rate (21%) while the remaining non-deductible portion was not tax effected as there was no associated income tax benefit.

Non-GAAP Adjusted Key Ratios
Certain key performance ratios include the impact of certain before-tax effects of items that do not reflect normal operating results, as discussed in the previous table. We believe adjusting our key ratios for these items presents a useful view of the performance of our ongoing core insurance operations; however, it should be considered in conjunction with ratios computed in accordance with GAAP.

Our consolidated key ratios for the three and six months ended June 30, 2025 and 2024 include the impact of net underwriting results related to non-core operations, guaranty fund assessments and transaction-related costs (see previous discussion on these items in the previous table). Non-core operations include $0.1 million of underwriting income in the 2025 three-month period and an underwriting loss of $1.2 million in the 2025 six-month period associated with our Lloyd's Syndicates operations as compared to underwriting income of $0.3 million and $1.1 million for the same respective periods of 2024. Also included in non-core operations are the underwriting results associated with our legal professional liability book of business which were nominal in amount for all periods presented.

The following table is a reconciliation of our consolidated key ratios to Non-GAAP adjusted key ratios for the three and six months ended June 30, 2025 and 2024:

Ìý

Three Months Ended June 30

CONSOLIDATED

As Reported

2025
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Ìý

As Reported

2024
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Current accident year net loss ratio

79.8

%

0.2 pts

80.0

%

Ìý

80.3

%

0.5 pts

80.8

%

Effect of prior accident years� reserve development

(11.0

%)

(0.1 pts)

(11.1

%)

Ìý

(2.8

%)

(0.3 pts)

(3.1

%)

Net loss ratio

68.8

%

0.1 pts

68.9

%

Ìý

77.5

%

0.2 pts

77.7

%

Underwriting expense ratio

34.8

%

(1.9 pts)

32.9

%

Ìý

33.4

%

0.2 pts

33.6

%

Combined ratio

103.6

%

(1.8 pts)

101.8

%

Ìý

110.9

%

0.4 pts

111.3

%

Less: investment income ratio

16.8

%

0.1 pts

16.9

%

Ìý

15.2

%

0.5 pts

15.7

%

Operating ratio

86.8

%

(1.9 pts)

84.9

%

Ìý

95.7

%

(0.1 pts)

95.6

%

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Six Months Ended June 30

Ìý

As Reported

2025
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Ìý

As Reported

2024
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Current accident year net loss ratio

80.3

%

0.2 pts

80.5

%

Ìý

80.1

%

0.7 pts

80.8

%

Effect of prior accident years� reserve development

(5.6

%)

(0.4 pts)

(6.0

%)

Ìý

(1.4

%)

(0.3 pts)

(1.7

%)

Net loss ratio

74.7

%

(0.2 pts)

74.5

%

Ìý

78.7

%

0.4 pts

79.1

%

Underwriting expense ratio

35.0

%

(2.4 pts)

32.6

%

Ìý

32.6

%

0.2 pts

32.8

%

Combined ratio

109.7

%

(2.6 pts)

107.1

%

Ìý

111.3

%

0.6 pts

111.9

%

Less: investment income ratio

16.2

%

0.1 pts

16.3

%

Ìý

14.6

%

0.4 pts

15.0

%

Operating ratio

93.5

%

(2.7 pts)

90.8

%

Ìý

96.7

%

0.2 pts

96.9

%

Ìý

Our Specialty P&C segment key ratios for the three and six months ended June 30, 2025 and 2024 include the impact of net underwriting results related to non-core operations, as previously discussed, and guaranty fund assessments.

The following table is a reconciliation of our Specialty P&C segment key ratios to Non-GAAP adjusted key ratios for the three and six months ended June 30, 2025 and 2024:

Ìý

Three Months Ended June 30

SPECIALTY P&C SEGMENT

Segment
As Reported

2025
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Ìý

Segment
As Reported

2024
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Current accident year net loss ratio

82.0

%

0.2 pts

82.2

%

Ìý

82.0

%

0.8 pts

82.8

%

Effect of prior accident years� reserve development

(13.0

%)

(0.1 pts)

(13.1

%)

Ìý

(3.3

%)

(0.5 pts)

(3.8

%)

Net loss ratio

69.0

%

0.1 pts

69.1

%

Ìý

78.7

%

0.3 pts

79.0

%

Underwriting expense ratio

26.2

%

(0.1 pts)

26.1

%

Ìý

27.6

%

0.2 pts

27.8

%

Combined ratio

95.2

%

� pts

95.2

%

Ìý

106.3

%

0.5 pts

106.8

%

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Ìý

Six Months Ended June 30

Ìý

Segment
As Reported

2025
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Ìý

Segment
As Reported

2024
Non-GAAP
operating adjustments

Non-GAAP
Adjusted Ratios

Current accident year net loss ratio

82.4

%

0.3 pts

82.7

%

Ìý

81.9

%

0.9 pts

82.8

%

Effect of prior accident years� reserve development

(6.3

%)

(0.5 pts)

(6.8

%)

Ìý

(2.0

%)

(0.3 pts)

(2.3

%)

Net loss ratio

76.1

%

(0.2 pts)

75.9

%

Ìý

79.9

%

0.6 pts

80.5

%

Underwriting expense ratio

26.4

%

(0.1 pts)

26.3

%

Ìý

27.4

%

� pts

27.4

%

Combined ratio

102.5

%

(0.3 pts)

102.2

%

Ìý

107.3

%

0.6 pts

107.9

%

Ìý

Non-GAAP Operating ROE
The following table is a reconciliation of ROE to Non-GAAP operating ROE for the three and six months ended June 30, 2025 and 2024:

Ìý

Three Months Ended
June 30

Ìý

Six Months Ended
June 30

Ìý

2025

Ìý

2024

Ìý

2025

Ìý

2024

ROE(1)

7.0

%

Ìý

5.5

%

Ìý

2.6

%

Ìý

3.6

%

Effect of items excluded in the calculation of Non-GAAP operating ROE

1.5

%

Ìý

(1.6

%)

Ìý

2.8

%

Ìý

(1.1

%)

Non-GAAP operating ROE

8.5

%

Ìý

3.9

%

Ìý

5.4

%

Ìý

2.5

%

(1) Annualized. Refer to our June 30, 2025 report on Form 10-Q under the heading “Non-GAAP Operating ROE� in the Executive Summary of Operations section for details on our calculation.

Non-GAAP Adjusted Book Value per Share
The following table is a reconciliation of our book value per share to Non-GAAP adjusted book value per share at June 30, 2025 and December 31, 2024:

Ìý

Book Value Per Share

Book Value Per Share at December 31, 2024

$

23.49

Ìý

Less: AOCI Per Share(1)

Ìý

(3.37

)

Non-GAAP Adjusted Book Value Per Share at December 31, 2024

Ìý

26.86

Ìý

Increase (decrease) to Non-GAAP Adjusted Book Value Per Share during the six months ended June 30, 2025 attributable to:

Ìý

Net income (loss)

Ìý

0.31

Ìý

Other(2)

Ìý

(0.10

)

Non-GAAP Adjusted Book Value Per Share at June 30, 2025

Ìý

27.07

Ìý

Add: AOCI Per Share(1)

Ìý

(2.27

)

Book Value Per Share at June 30, 2025

$

24.80

Ìý

(1) Primarily the impact of accumulated unrealized investment gains (losses) on our available-for-sale fixed maturity investments. See Note 9 of the Notes to Condensed Consolidated Financial Statements in our June 30, 2025 report on Form 10-Q for additional information.

(2) Primarily the impact of an increase in common shares outstanding due to share-based compensation.

About ProAssurance

ProAssurance Corporation is an industry-leading specialty insurer with extensive expertise in medical professional liability and products liability for medical technology and life sciences. The Company also is a provider of workers� compensation insurance in the eastern U.S. ProAssurance Group is rated “A� (Excellent) by AM Best.

For the latest on ProAssurance and its industry-leading suite of products and services, cutting-edge risk management and practice enhancement programs, visit our website at with investor content available at . Our YouTube channel regularly presents insightful videos that communicate effective practice management, patient safety and risk management strategies.

Forward-Looking Statements

The foregoing contains “forward-looking statements� within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “anticipate,� “believe,� “continue,� “could,� “estimate,� “expect,� “intend,� “may,� “plan,� “hope,� “hopeful,� “likely,� "may," "optimistic," "possible," "potential," "preliminary," "project," "should," "will," “would� or the negative or plural of these words or similar expressions or variations. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. These factors include, among others: (i) the completion of the proposed transaction on the anticipated terms and timing, (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required shareholder and regulatory approvals; (iii) the risk that ProAssurance Corporation’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against ProAssurance Corporation or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction will harm ProAssurance Corporation’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of ProAssurance Corporation to retain and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect ProAssurance Corporation’s financial performance; (xi) certain restrictions during the pendency of the proposed transaction that may impact ProAssurance Corporation’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring ProAssurance Corporation to pay a termination fee ; and (xvii) other risks set forth under the heading “Risk Factors,� of our Annual Report on Form 10-K for the year ended December 31, 2024 and in our subsequent filings with the Securities and Exchange Commission. You should not rely upon forward-looking statements as predictions of future events. Our actual results could differ materially from the results described in or implied by such forward looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

For More Information:

Heather J. Wietzel � SVP, Investor Relations

800-282-6242 â€� 205-776-3028 â€� [email protected]

Source: ProAssurance Corporation

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1.21B
50.35M
1.28%
87.4%
5.98%
Insurance - Property & Casualty
Fire, Marine & Casualty Insurance
United States
BIRMINGHAM