STOCK TITAN

Progressive Corp (NYSE: PGR) officer reports stock vesting and tax share withholding

(Very High)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Progressive Corp officer Lori A. Niederst, Chief Personal Lines Officer, reported equity compensation activity in common shares. On 2026-07-24, 13,151.651 shares were issued upon vesting of performance-based restricted stock unit awards granted in 2023, including dividend equivalents. On the same date, 5,812 shares were withheld at $211.90 per share to satisfy tax obligations. She also reports indirect ownership of 209.599 common shares held through her husband's 401(k) plan.

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Insider Niederst Lori A
Role Chief Personal Lines Officer
Type Security Shares Price Value
Grant/Award Common F1 13,151.651 $0.00 $0.00
Exercise Price or Tax Liability Common 5,812 $211.90 $1.23M
holding Common -- -- --
Holdings After Transaction: Common — 49,905.882 shares (Direct); Common — 209.599 shares (Indirect, Husband's 401(k) Plan)
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.
Shares vested from RSUs 13151.6510 shares Common shares issued upon vesting of performance-based RSU awards made in 2023 on 2026-07-24
Shares withheld for taxes 5812.0000 shares Common shares withheld with transaction code F to pay tax liability on 2026-07-24
Withholding price per share $211.9000 per share Price used for 5,812 withheld common shares under transaction code F
Indirect 401(k) holdings 209.5990 shares Common shares held indirectly through husband's 401(k) Plan after reported transactions
Transaction date 2026-07-24 Date of the vesting and tax-withholding transactions in Progressive common stock
performance-based restricted stock unit awards financial
"These shares were issued pursuant to the vesting of performance-based restricted stock unit awards"
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.
Husband's 401(k) Plan financial
"total_shares_following_transaction 209.5990, nature_of_ownership Husband's 401(k) Plan"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transactions did Progressive (PGR) report for Lori A. Niederst?

Lori A. Niederst reported vesting of 13,151.651 common shares from performance-based RSU awards granted in 2023, with 5,812 shares withheld at $211.90 per share to cover tax obligations, plus an indirect holding of 209.599 shares in her husband's 401(k).

Was the Progressive (PGR) Form 4 transaction a market sale or tax withholding?

The Form 4 shows an F-code transaction, meaning 5,812 shares were disposed of by withholding at $211.90 per share to pay a tax liability related to equity awards, rather than an open-market purchase or sale of shares by the officer.

What equity awards vested for Progressive (PGR) executive Lori A. Niederst?

Niederst received 13,151.651 common shares issued upon vesting of performance-based restricted stock unit awards granted in 2023. The vested amount includes dividend equivalents that accrued on the RSUs from the grant date through vesting on 2026-07-24.

How many Progressive (PGR) shares were withheld for taxes from Lori A. Niederst?

To satisfy tax obligations on the vesting, 5,812 common shares were withheld at a price of $211.90 per share. This is reported under transaction code F, which covers payment of exercise price or tax liability by delivering or withholding securities.

What indirect Progressive (PGR) holdings are reported for Lori A. Niederst?

The Form 4 reports 209.599 common shares held indirectly through her husband's 401(k) Plan. This position is classified as indirect ownership, distinct from shares acquired or withheld in her own name on 2026-07-24.
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*
Niederst Lori A

(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)
Chief Personal Lines Officer
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)13,151.651A$055,717.882D
Common07/24/2026F5,812D$211.949,905.882D
Common209.599IHusband's 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)
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)