Progressive (PGR) director Charles A. Davis acquires more phantom stock units

Rhea-AI Filing Summary

Progressive Corp. director Charles A. Davis reported awards of additional phantom stock units tied to Progressive common stock. On 01/08/2026, he acquired 1,242.1157 Phantom Stock Unit (rest. Stock) at a price of $0 per unit, bringing his total holdings of that derivative security to 20,652.457 units. On the same date, he also acquired 302.9075 Phantom Stock Units at $0 per unit, increasing his holdings of that derivative security to 5,036.3936 units. Each unit represents a 1-for-1 relationship to Progressive common shares and, according to the plan, these units were acquired through the reinvestment of dividend equivalents and will be paid out in cash at a time elected by Davis or otherwise determined under the plan.

Insights

Equity compensation and governance analyst

Director added cash-settled phantom units via dividend reinvestment, a routine compensation event.

The report shows Charles A. Davis, a director of Progressive Corp. (PGR), acquiring additional phantom stock-based awards rather than trading common shares in the market. He received 1,242.1157 Phantom Stock Unit (restricted stock) and 302.9075 Phantom Stock Units on 01/08/2026, both at a stated price of $0 per unit.

Footnotes indicate a 1-for-1 relationship to Progressive common stock and clarify that these units were acquired through reinvestment of dividend equivalents and will be settled in cash at times specified under the plan. Because these are cash-settled derivative units and appear to stem from an ongoing compensation and dividend feature, they function as routine governance and incentive alignment tools rather than a directional open-market purchase or sale.

Following these acquisitions, Davis holds 20,652.457 units of the Phantom Stock Unit (restricted stock) instrument and 5,036.3936 Phantom Stock Units. The impact on existing shareholders is indirect, as the units are cash-settled according to the plan terms and reflect standard director compensation and dividend reinvestment mechanics rather than new equity issuance or a significant change in ownership.

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

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^*

DAVIS CHARLES A

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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

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
Phantom Stock Unit (rest. Stock)	$0(1)	01/08/2026		A		1,242.1157		(2)	(3)	Common	1,242.1157	$0	20,652.457	D
Phantom Stock Units	$0(1)	01/08/2026		A		302.9075		(2)	(3)	Common	302.9075	$0	5,036.3936	D

Explanation of Responses:

1. 1 for 1.

2. These units, which were acquired upon the reinvestment of dividend equivalents, will be paid out in cash at the time elected by the reporting person or at such other time determined in accordance with the plan.

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

	/s/ Allyson L. Bach, By Power of Attorney	01/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider activity did Progressive Corp (PGR) report for Charles A. Davis?

Progressive Corp reported that director Charles A. Davis acquired additional phantom stock-based units on 01/08/2026. He received 1,242.1157 Phantom Stock Unit (rest. Stock) and 302.9075 Phantom Stock Units, both at a stated price of $0 per unit, through the company’s compensation and dividend reinvestment arrangements.

How many phantom stock-related units does Charles A. Davis hold after the latest Progressive (PGR) transactions?

After the transactions on 01/08/2026, Charles A. Davis beneficially owns 20,652.457 units of the Phantom Stock Unit (rest. Stock) derivative security and 5,036.3936 Phantom Stock Units, all reported as held directly.

What are the terms of the Progressive (PGR) phantom stock units reported by Charles A. Davis?

The filing notes a 1-for-1 relationship between the phantom stock units and Progressive common stock. According to the explanation, these units were acquired upon the reinvestment of dividend equivalents and will be paid out in cash at the time elected by the reporting person or at another time determined in accordance with the plan, with the expiration date the same as the exercisable date.

Did Charles A. Davis pay anything for the Progressive (PGR) phantom stock units?

No cash consideration is shown for these awards. Both the 1,242.1157 Phantom Stock Unit (rest. Stock) and the 302.9075 Phantom Stock Units are reported with a transaction price of $0 per unit, reflecting that they were acquired through the plan’s dividend equivalent reinvestment feature rather than open-market purchases.

Are the Progressive (PGR) phantom stock units held directly or indirectly by Charles A. Davis?

The transactions for both the Phantom Stock Unit (rest. Stock) and the Phantom Stock Units are reported with an ownership form of Direct (D), and there is no separate entity or indirect ownership nature disclosed in the accompanying notes.

Do the Progressive (PGR) phantom stock units give Charles A. Davis common shares immediately?

The footnotes state that the units have a 1-for-1 relationship to Progressive common stock but will be paid out in cash at the time elected by the reporting person or otherwise under the plan. This indicates a cash-settled arrangement rather than immediate delivery of common shares.