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Progressive Corp (PGR) awards 15,030 shares, withholds 6,578 for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Progressive Corp Commercial Lines President Karen Bailo received 15,030.459 common shares on 2026-07-24 upon vesting of performance-based restricted stock units granted in 2023, including accrued dividend equivalents. On the same date, 6,578 shares of common stock were withheld at $211.90 per share to satisfy tax obligations.

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Insider Bailo Karen
Role Commercial Lines President
Type Security Shares Price Value
Grant/Award Common F1 15,030.459 $0.00 $0.00
Exercise Price or Tax Liability Common 6,578 $211.90 $1.39M
Holdings After Transaction: Common — 40,800.157 shares (Direct)
Footnotes (1)
  1. F1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.
RSU vesting shares 15030.4590 shares Common shares issued on 2026-07-24 upon vesting of performance-based RSUs granted in 2023
Shares withheld for taxes 6578.0000 shares Common shares withheld on 2026-07-24 to satisfy tax liability
Withholding price per share $211.9000 per share Price applied to 6,578 common shares withheld for tax liability
performance-based restricted stock unit awards financial
"issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023"
dividend equivalents financial
"including dividend equivalents accrued since the grant date"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
Payment of exercise price or tax liability by delivering or withholding securities financial
"transaction code description: Payment of exercise price or tax liability by delivering or withholding"

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FAQ

What insider equity award did Progressive (PGR) executive Karen Bailo receive?
Commercial Lines President Karen Bailo received 15,030.459 common shares on July 24, 2026, issued upon vesting of performance-based restricted stock unit awards granted in 2023, including dividend equivalents accrued since the original grant date.

Why were 6,578 Progressive (PGR) shares withheld in Karen Bailo’s Form 4?
On July 24, 2026, 6,578 common shares were withheld at $211.90 per share as a disposition coded “F,” reflecting payment of tax liability by withholding securities rather than a market sale transaction.

Was Karen Bailo’s Progressive (PGR) stock transaction a market buy or sell?
The reported activity shows a stock award vesting and tax withholding, not open-market trades. Shares were acquired through RSU vesting and a portion was withheld to cover tax obligations, with no purchase or sale on the market disclosed.

What is the effective price used for Progressive (PGR) tax withholding shares?
The tax withholding transaction used a price of $211.90 per share for 6,578 common shares. This price applies to the shares withheld to satisfy tax liability associated with the vesting equity award to Commercial Lines President Karen Bailo.

How were Progressive (PGR) dividend equivalents treated in Karen Bailo’s award?
The vested award included dividend equivalents accrued since the 2023 grant date. These dividend equivalents increased the number of common shares issued upon vesting of the performance-based restricted stock unit awards to Karen Bailo.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bailo Karen
(Last)(First)(Middle)
300 NORTH COMMONS BLVD.
(Street)
MAYFIELD VILLAGE OHIO 44143
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [ PGR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Commercial Lines President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common07/24/2026A(1)15,030.459A$047,378.157D
Common07/24/2026F6,578D$211.940,800.157D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.
/s/ Allyson L. Bach, By Power of Attorney07/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR