Progressive director defers 1,986 shares into units

Progressive Corporation director Lawton W. Fitt reported routine compensation-related changes in holdings.

Rhea-AI Filing Summary

Progressive Corporation director Lawton W. Fitt reported routine compensation-related changes in holdings. Fitt disposed of 1,986 Common Shares back to the issuer and, in a non-cash exchange, received an equal number of Phantom Stock Units under a deferred compensation plan.

Footnotes explain this reflects an election to defer previously granted restricted Common Shares, with a 1-for-1 conversion into units. Additional 74.1771 Phantom Stock Units were acquired through reinvested dividend equivalents. After these transactions, Fitt holds 145,950.9365 Phantom Stock Units and 9,389 Common Shares directly.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider FITT LAWTON W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	1,986	$0.00	$0.00
Grant/Award	Phantom Stock Unit (rest. Stock)	74.1771	$0.00	$0.00
Disposition	Common	1,986	$0.00	$0.00

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 145,950.9365 contracts (Direct); Common — 9,389 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

Restricted shares deferred: 1,986 Common Shares Dividend-based units acquired: 74.1771 Phantom Stock Units Phantom units after transaction: 145,950.9365 units +2 more

5 metrics

Restricted shares deferred 1,986 Common Shares Disposed to issuer and exchanged for Phantom Stock Units

Dividend-based units acquired 74.1771 Phantom Stock Units Units from reinvestment of dividend equivalents

Phantom units after transaction 145,950.9365 units Total Phantom Stock Units following the reported awards

Common Shares after transaction 9,389 shares Director’s direct Common Share holdings after disposition

Transaction price per share $0.0000 Reported for Phantom Stock Unit grant entries

Key Terms

Phantom Stock Unit, deferred compensation plan, dividend equivalents, disposition to issuer

4 terms

Phantom Stock Unit financial

"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

"Disposition to issuer"

FAQ

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

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

Lawton W. Fitt reported a routine compensation-related change, exchanging 1,986 restricted Common Shares for an equal number of Phantom Stock Units under a deferred compensation plan, plus receiving additional units from dividend reinvestment, rather than executing any open-market buy or sell transactions.

Did the Progressive (PGR) director sell shares in the open market?

No, the director did not sell shares in the open market. The 1,986 Common Shares were disposed of to the issuer and converted into Phantom Stock Units under a deferred compensation plan, a non-cash, elective structure tied to prior restricted share awards.

How many Progressive (PGR) Phantom Stock Units did the director acquire?

The director acquired 1,986 Phantom Stock Units in exchange for previously granted restricted Common Shares and an additional 74.1771 units through reinvestment of dividend equivalents, all under the company’s deferred compensation structure linked to Common Shares.

What are Phantom Stock Units in the Progressive (PGR) filing?

Phantom Stock Units are deferred compensation units linked to Progressive’s Common Shares. According to the filing, each unit is on a 1-for-1 basis with Common Shares and will be paid out later in shares or cash, as specified by the applicable plan terms.

What are the director’s holdings after this Progressive (PGR) Form 4?

After the reported transactions, the director holds 145,950.9365 Phantom Stock Units and 9,389 Common Shares directly. These figures reflect the deferral of restricted Common Shares into units and the addition of units from reinvested dividend equivalents under the compensation plan.

How will the Progressive (PGR) Phantom Stock Units be settled for the director?

The filing states that Phantom Stock Units acquired from restricted shares will be paid out in an equal number of Common Shares at the time elected by the director, while units from dividend equivalents will be paid out in cash according to the deferred compensation plan.

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

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Accepted by SEC EDGAR 04/14/2026 - 11:49 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^*

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)
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		1,986	D	$0(1)	9,389	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		1,986		(3)	(4)	Common	1,986	$0	145,876.7594	D
Phantom Stock Unit (rest. Stock)	(2)	04/10/2026		A		74.1771		(5)	(4)	Common	74.1771	$0	145,950.9365	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)