[144] PROGRESSIVE CORP/OH/ SEC Filing

Rhea-AI Filing Summary

Progressive Corp (PGR) Form 144 discloses a proposed sale of 2,218 common shares by an insider through Fidelity Brokerage Services on or about 09/19/2025, with an aggregate market value reported at $536,977.80. The filing lists total outstanding shares of 586,208,487, showing the planned sale is a very small fraction of the company’s share count.

The shares were acquired on 07/25/2025 upon restricted stock vesting and were granted as compensation. The filing also reports three recent sales by the same person: 4,000 shares on 06/20/2025 for $1,041,520.00, and two sales of 2,218 shares on 07/28/2025 and 08/22/2025 for $552,814.32 and $556,230.04, respectively.

Positive

• Full regulatory disclosure of planned sale and recent transactions, consistent with compliance expectations
• Shares acquired as compensation via restricted stock vesting, indicating routine employee/insider liquidity

Negative

• Insider selling (8,436 shares sold in recent months including planned sale) could be perceived negatively by some investors
• Gross proceeds from recent sales (~$2.2 million) show meaningful insider liquidity though not material to total market cap

Insights

Securities Analyst

TL;DR: Routine insider sale disclosure; planned sale is immaterial relative to outstanding shares.

The Form 144 shows an insider intends to sell 2,218 shares (approximate market value $536,978) acquired via restricted stock vesting and designated as compensation. Prior sales by the same individual in June–August 2025 totaled 8,436 shares with gross proceeds around $2.2 million. From a securities-activity perspective, these appear to be scheduled or compensatory liquidity events rather than signals of corporate distress. The reported sale amount is negligible versus 586.2 million shares outstanding, limiting market impact.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; no material governance red flags in this filing.

The filer discloses acquisition via restricted stock vesting and multiple recent dispositions, and provides broker details and aggregate values as required. The representation regarding absence of undisclosed material information is included. There is no indication in this notice of contemporaneous material corporate events or irregularities tied to the sale; the transaction appears consistent with ordinary insider compensation management.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	2218	536977.80	586208487	09/19/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	07/25/2025	Restricted Stock Vesting	Issuer			2218	07/25/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
John J. Murphy 300 North Commons Blvd Mayfield Village OH 44143	Common	06/20/2025	4000	1041520.00
John J. Murphy 300 North Commons Blvd Mayfield Village OH 44143	Common	07/28/2025	2218	552814.32
John J. Murphy 300 North Commons Blvd Mayfield Village OH 44143	Common	08/22/2025	2218	556230.04

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for PGR disclose about the planned sale?

The filing shows a proposed sale of 2,218 common shares through Fidelity on or about 09/19/2025, with an aggregate market value of $536,977.80.

How were the 2,218 shares acquired?

The shares were acquired on 07/25/2025 through restricted stock vesting and the payment nature is listed as compensation.

Has the insider sold other PGR shares recently?

Yes. The form lists sales by John J. Murphy: 4,000 shares on 06/20/2025 for $1,041,520.00, 2,218 shares on 07/28/2025 for $552,814.32, and 2,218 shares on 08/22/2025 for $556,230.04.

How large is the planned sale relative to outstanding shares of PGR?

The planned sale of 2,218 shares is very small relative to the reported 586,208,487 shares outstanding, so it is immaterial in percentage terms.

Who is the broker handling the proposed sale?

The broker listed is Fidelity Brokerage Services LLC, 900 Salem Street, Smithfield RI 02917.