Progressive director defers shares into stock units

Progressive Corp director Roger N. Farah reported compensation-related equity adjustments, not open-market trading.

Rhea-AI Filing Summary

Progressive Corp director Roger N. Farah reported compensation-related equity adjustments, not open-market trading. He disposed of 1,301 Common Shares back to the issuer and simultaneously received 1,301 Phantom Stock Units on a 1-for-1 basis under a deferred compensation plan.

Farah also acquired 79.091 additional Phantom Stock Units through reinvestment of dividend equivalents. These units will be settled later, either in an equal number of Common Shares or in cash, at the time he elected or as otherwise provided under the plan. Following these awards, his direct phantom unit balance increased to 155,619.4537 units.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider FARAH ROGER N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	1,301	$0.00	$0.00
Grant/Award	Phantom Stock Unit (rest. Stock)	79.091	$0.00	$0.00
Disposition	Common	1,301	$0.00	$0.00

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 155,619.4537 contracts (Direct); Common — 0 shares (Direct)

Footnotes (5)

1. F1. The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.
2. F2. 1 for 1.
3. F3. These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.
4. F4. Expiration Date is the same as the Date Exercisable.
5. F5. 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.

Key Figures

Phantom units from share deferral: 1,301 units Dividend equivalent units: 79.091 units Phantom units after transactions: 155,619.4537 units +2 more

5 metrics

Phantom units from share deferral 1,301 units Units received for deferring previously granted restricted Common Shares on April 10, 2026

Dividend equivalent units 79.091 units Phantom Stock Units acquired via reinvestment of dividend equivalents

Phantom units after transactions 155,619.4537 units Total direct Phantom Stock Units following April 10, 2026 transactions

Common Shares disposed to issuer 1,301 shares Common Shares returned to issuer in exchange for Phantom Stock Units

Transaction price per unit $0.0000 Reported price per Phantom Stock Unit in compensation-related awards

Key Terms

Phantom Stock Unit (rest. Stock), deferred compensation plan, dividend equivalents, Disposition to issuer, +1 more

5 terms

Phantom Stock Unit (rest. Stock) financial

"security_title: "Phantom Stock Unit (rest. Stock)""

deferred compensation plan financial

"units under the applicable deferred compensation plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

dividend equivalents financial

"acquired upon the reinvestment of dividend equivalents"

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.

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

restricted Common Shares financial

"defer receipt of previously granted restricted Common Shares"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Progressive (PGR) director Roger N. Farah report?

Roger N. Farah reported compensation-related equity adjustments, not market trades. He exchanged 1,301 Common Shares for 1,301 Phantom Stock Units and received 79.091 additional units from dividend equivalent reinvestment, all under Progressive’s deferred compensation plan on April 10, 2026.

Did Roger N. Farah buy or sell Progressive (PGR) stock on the open market?

The filing shows no open-market buying or selling. Farah disposed of 1,301 Common Shares to the issuer in exchange for an equal number of Phantom Stock Units, reflecting a deferral of previously granted restricted shares under a compensation plan, not a market trade.

How many Phantom Stock Units did Roger N. Farah receive from Progressive (PGR)?

Farah acquired 1,301 Phantom Stock Units in exchange for restricted Common Shares and 79.091 units from dividend equivalent reinvestment. After these transactions, his direct Phantom Stock Unit holdings increased to 155,619.4537 units under Progressive’s deferred compensation arrangements.

What is the purpose of the Phantom Stock Units reported for Progressive (PGR)?

The Phantom Stock Units reflect deferred compensation. Farah elected to defer previously granted restricted Common Shares into units that will later be paid out in an equal number of Common Shares or in cash, at the time he elected or as allowed by the plan.

How will Roger N. Farah’s Phantom Stock Units in Progressive (PGR) be settled?

The filing states that 1,301 Phantom Stock Units will be paid out in an equal number of Common Shares at Farah’s elected time or as the plan provides, while the 79.091 units from dividend equivalents will be paid out in cash on a similar deferred schedule.

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

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Accepted by SEC EDGAR 04/14/2026 - 11:45 AM EDT Learn about SEC filing dates

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^*

FARAH ROGER N

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common	04/10/2026		D		1,301	D	$0(1)	0	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
Phantom Stock Unit (rest. Stock)	(2)	04/10/2026		A		1,301		(3)	(4)	Common	1,301	$0	155,540.3627	D
Phantom Stock Unit (rest. Stock)	(2)	04/10/2026		A		79.091		(5)	(4)	Common	79.091	$0	155,619.4537	D

Explanation of Responses:

1. The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.

2. 1 for 1.

3. These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.

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

5. 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.

	/s/ Allyson L. Bach, By Power of Attorney	04/14/2026
	** 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).
** 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)