Progressive (PGR) HR chief details RSU vesting and tax share sale

Rhea-AI Filing Summary

Progressive Corp (PGR) insider activity centers on equity awards. Chief Human Resources Officer William L. Clawson II had 3,060.294 restricted stock units convert into the same number of Progressive common shares at an exercise price of $0 on January 20, 2026. To cover tax obligations tied to this vesting, 960 common shares were disposed of at $201.32 per share. After these transactions, he directly owned 15,883.769 Progressive common shares, along with 8,764.512 restricted stock units that remain outstanding.

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^*

Clawson William L. II

(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)
	Chief Human Resources 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)		3,060.294	A	$0	16,843.769	D
Common	01/20/2026		F		960	D	$201.32	15,883.769	D

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)			3,060.294	(3)	(4)	Common	3,060.294	$0	8,764.512	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.
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FAQ

What insider transaction did Progressive (PGR) report in this Form 4?

The filing shows Chief Human Resources Officer William L. Clawson II had 3,060.294 restricted stock units convert into the same number of Progressive common shares and then disposed of 960 common shares related to tax withholding.

Who is the reporting person in Progressive (PGR)'s latest Form 4?

The reporting person is William L. Clawson II, who serves as Progressive’s Chief Human Resources Officer and is not listed as a director or 10% owner.

How many Progressive (PGR) shares does the insider own after the reported transactions?

Following the reported transactions, William L. Clawson II directly owned 15,883.769 common shares of Progressive and held 8,764.512 restricted stock units.

What does the RSU transaction in Progressive (PGR)'s Form 4 represent?

The RSU transaction reflects vested restricted stock units. Each restricted stock unit represents a contingent right to receive one Progressive common share, and on January 20, 2026, 3,060.294 units vested and were settled in common shares at an exercise price of $0.

Why were 960 Progressive (PGR) shares disposed of in the Form 4?

The Form 4 lists a transaction coded “F” for 960 common shares at $201.32 per share, which indicates shares were withheld or sold to satisfy tax obligations arising from the RSU vesting.

Are the Progressive (PGR) restricted stock units still outstanding after this Form 4?

Yes. After the vesting and related transactions, the reporting person held 8,764.512 restricted stock units, each representing a contingent right to receive one Progressive common share, with the expiration date matching the date the units become exercisable.