Progressive Corp (NYSE: PGR) director adds cash-settled phantom units

Rhea-AI Filing Summary

Progressive Corp director Lawton W. Fitt reported a compensation-related award of 63.5301 phantom stock units on 2026-07-10. The units were acquired through reinvestment of dividend equivalents and reference common shares on a 1-for-1 basis. They are cash-settled and will be paid at a time elected by Fitt or otherwise determined under the plan. Following this grant, Fitt directly holds 146,014.4665 phantom stock units, with no open-market purchase or sale of common stock disclosed in this filing.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FITT LAWTON W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	63.53	$0.00	--

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 146,014.467 shares (Direct)

Footnotes (1)

1. 1 for 1 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. Expiration Date is the same as the Date Exercisable.

Key Figures

Phantom stock units granted: 63.5301 units Grant price per unit: 0.0000 Total phantom units after grant: 146014.4665 units +1 more

4 metrics

Phantom stock units granted 63.5301 units Grant on 2026-07-10 via reinvestment of dividend equivalents

Grant price per unit 0.0000 Reported transaction price per phantom stock unit

Total phantom units after grant 146014.4665 units Direct holdings following the 2026-07-10 award

Conversion ratio 1 for 1 Each phantom stock unit references one share of common stock

Key Terms

Phantom Stock Unit, dividend equivalents, Grant, award, or other acquisition

3 terms

Phantom Stock Unit financial

"Phantom Stock Unit (rest. Stock) reported as derivative security"

dividend equivalents financial

"acquired upon the reinvestment of dividend equivalents, will be paid out in cash"

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.

Grant, award, or other acquisition regulatory

"transaction code description "Grant, award, or other acquisition" of derivative units"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 11:40 AM Accepted by SEC EDGAR 07/14/2026 - 11:39 AM Learn about SEC filing dates

FAQ

What insider transaction did Progressive (PGR) disclose for director Lawton W. Fitt?

Progressive disclosed that director Lawton W. Fitt received 63.5301 phantom stock units on 2026-07-10. The award arose from reinvested dividend equivalents and is a cash-settled compensation grant, not an open-market purchase or sale of common stock.

How many phantom stock units does Lawton W. Fitt now hold at Progressive (PGR)?

After the latest award, Lawton W. Fitt holds 146,014.4665 phantom stock units directly. These units are cash-settled and reference Progressive’s common shares on a 1-for-1 basis, with payout timing governed by the company’s compensation plan.

Was the recent Progressive (PGR) insider transaction a stock buy or sell?

No. The filing shows a grant/award acquisition of phantom stock units, not a market trade. Code A indicates a compensation-related award, and the units will be settled in cash rather than through buying or selling common shares in the market.

What are the key terms of Lawton W. Fitt’s phantom stock units at Progressive (PGR)?

Each phantom stock unit references one common share on a 1-for-1 basis and is paid in cash. The units were acquired via reinvested dividend equivalents, with payout timing elected by Fitt or otherwise determined according to the plan rules.

How was the number of phantom stock units determined for the Progressive (PGR) award?

The filing states that 63.5301 phantom stock units were acquired upon the reinvestment of dividend equivalents. This indicates the award amount reflects dividends credited on existing holdings, converted into additional cash-settled phantom units under the company’s plan.

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^*

FITT LAWTON W

(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)
07/10/2026

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

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)	(1)	07/10/2026		A		63.5301		(2)	(3)	Common	63.5301	$0	146,014.4665	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	07/14/2026
	** 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)