Progressive (PGR) CFO reports RSU vesting and tax-share sale

Rhea-AI Filing Summary

Progressive Corp (PGR) VP and Chief Financial Officer John P. Sauerland reported routine equity compensation activity. On January 20, 2026, restricted stock units covering 6,776.345 Common Shares vested and were converted into the same number of Common Shares at an exercise price of $0 per share. To cover tax obligations on this vesting, 2,339 Common Shares were disposed of at a price of $201.32 per share. Following these transactions, Sauerland directly owned 227,461.773 Common Shares and indirectly held 14,451.434 Common Shares through a 401(k) Plan, as reported in the filing.

SEC Form 4

FORM 4

UNITED 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

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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^*

Sauerland John P

(Last) (First) (Middle)

300 NORTH COMMONS BLVD.

(Street)

MAYFIELD VILLAGE OH 44143

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROGRESSIVE CORP/OH/ [ PGR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common	01/20/2026		M(1)		6,776.345	A	$0	229,800.773	D
Common	01/20/2026		F		2,339	D	$201.32	227,461.773	D
Common								14,451.434	I	401(k) Plan

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	01/20/2026		M(1)			6,776.345	(3)	(4)	Common	6,776.345	$0	12,830.542	D

Explanation of Responses:

1. Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

2. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

3. Units vested on January 20, 2026.

4. Expiration Date is the same as the Date Exercisable.

	/s/ Allyson L. Bach, By Power of Attorney	01/22/2026
	** Signature of Reporting Person	Date
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).
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FAQ

What did PGR executive John P. Sauerland report in this Form 4?

John P. Sauerland, Progressive Corp's VP and Chief Financial Officer, reported the vesting of restricted stock units into 6,776.345 Common Shares and a related share disposition to cover taxes.

How many Progressive (PGR) shares vested for the CFO on January 20, 2026?

On January 20, 2026, restricted stock units representing 6,776.345 Common Shares vested and were issued to the CFO.

At what price were Progressive (PGR) shares disposed of to cover taxes?

The Form 4 shows that 2,339 Common Shares were disposed of at a price of $201.32 per share in a transaction coded F, which typically reflects shares withheld or sold to satisfy tax obligations.

How many Progressive (PGR) shares does the CFO hold after these transactions?

After the reported transactions, the CFO beneficially owned 227,461.773 Common Shares directly and 14,451.434 Common Shares indirectly through a 401(k) Plan.

What do the restricted stock units reported by PGR's CFO represent?

Each Restricted Stock Unit represents a contingent right to receive one Common Share of Progressive Corp stock, and the units reported vested on January 20, 2026.

Was this Progressive (PGR) Form 4 filed for one reporting person or a group?

The report indicates that it is a Form filed by One Reporting Person, namely John P. Sauerland.