[144] PROGRESSIVE CORP/OH/ SEC Filing

Rhea-AI Filing Summary

Form 144 notice from Progressive Corp (PGR) records an insider sale of common stock. The filing shows 1,345 shares to be sold through Fidelity Brokerage Services on 09/19/2025 with an aggregate market value of $325,624.50. The shares were acquired on 07/25/2025 upon restricted stock vesting and payment was for compensation. The filer, identified in related sales as Steven Broz, sold 1,267 shares on 06/20/2025 for $329,901.46, 1,267 shares on 07/18/2025 for $313,633.18, and 1,345 shares on 08/22/2025 for $337,299.10. The filing represents routine disclosure of proposed insider sales and includes the required attestation about material nonpublic information.

Positive

• Clear disclosure of the proposed sale including shares, value, broker, and sale date
• Shares were acquired via restricted stock vesting, indicating the sale is from compensation rather than an external purchase
• Prior insider sales in the past three months are fully itemized with gross proceeds, supporting transparency

Negative

• Insider selling (multiple sales over recent months) could be interpreted negatively by some investors even if immaterial
• No additional context in the filing about intent beyond standard attestation, which limits insight into the insider's rationale

Insights

Securities Analyst

TL;DR: Insider plans to sell vested restricted shares; amounts are disclosed but small relative to outstanding shares, suggesting limited market impact.

The filing documents a proposed sale of 1,345 shares with a stated aggregate value of $325,624.50, to occur via Fidelity on 09/19/2025. Acquisition occurred through restricted stock vesting on 07/25/2025 and was paid as compensation. Recent prior sales by the same individual total 3,879 shares across three dates with gross proceeds shown. Given the issuer's reported shares outstanding of 586,208,487, these transactions represent an immaterial percentage of the float and are unlikely to move the market. The disclosure satisfies Rule 144 notice requirements and shows ongoing insider liquidity from compensation vesting rather than open-market dependence.

Corporate Governance Expert

TL;DR: Regular reporting of vested-share sales demonstrates compliance; repeated insider selling warrants monitoring but is not obviously problematic.

The notice confirms that the shares to be sold were acquired via restricted stock vesting and that the filer attests to lacking material nonpublic information. Multiple recent sales by the same individual are transparently disclosed with dates and gross proceeds, which supports governance transparency. While concentrated or unexplained sales by insiders can raise governance or signaling questions, the filing provides the standard information required and shows compensation-driven liquidity rather than a discrete extraordinary disposition.

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	1345	325624.50	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			1345	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
Steven Broz 300 North Commons Blvd. Mayfield Village OH 44143	Common	06/20/2025	1267	329901.46
Steven Broz 300 North Commons Blvd. Mayfield Village OH 44143	Common	07/18/2025	1267	313633.18
Steven Broz 300 North Commons Blvd Mayfield Village OH 44143	Common	08/22/2025	1345	337299.10

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 filed for PGR disclose?

The Form 144 discloses a proposed sale of 1,345 common shares through Fidelity on 09/19/2025 with an aggregate market value of $325,624.50.

Who acquired the shares and how were they obtained?

The shares were acquired by the filer on 07/25/2025 as restricted stock vesting, and payment is noted as compensation.

Have there been recent sales by this insider?

Yes. The filing lists prior sales by Steven Broz: 1,267 shares on 06/20/2025 for $329,901.46; 1,267 shares on 07/18/2025 for $313,633.18; and 1,345 shares on 08/22/2025 for $337,299.10.

How large are these sales relative to outstanding shares?

The filing shows 586,208,487 shares outstanding, so the proposed and recent sales are a very small fraction of total shares outstanding.

Which broker will handle the sale?

The broker named in the filing is Fidelity Brokerage Services LLC located at 900 Salem Street, Smithfield RI.

Does the filer attest to not having material nonpublic information?

Yes. The signature block includes the required representation that the filer does not know any undisclosed material adverse information about the issuer.