Progressive CHRO granted stock, shares withheld

Progressive Corp’s chief human resources officer, William L. Clawson II, reported on July 24, 2026 the vesting of 9,603.053 common shares issued from performance-based restricted stock unit awards granted in 2023, including dividend equivalents.

Rhea-AI Filing Summary

Progressive Corp’s chief human resources officer, William L. Clawson II, reported on July 24, 2026 the vesting of 9,603.053 common shares issued from performance-based restricted stock unit awards granted in 2023, including dividend equivalents. On the same date, 4,136 shares were delivered or withheld at $211.90 per share to satisfy exercise-price or tax-liability obligations.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Clawson William L. II

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Common F1	9,603.053	$0.00	$0.00
Exercise Price or Tax Liability	Common	4,136	$211.90	$876K

Holdings After Transaction: Common — 21,350.822 shares (Direct)

Footnotes (1)

1. F1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.

Key Figures

Shares acquired via RSU vesting: 9,603.053 shares Shares delivered/withheld for obligations: 4,136 shares Per-share value for code F transaction: $211.90 per share

3 metrics

Shares acquired via RSU vesting 9,603.053 shares Non-derivative award of common stock on 2026-07-24 to CHRO William L. Clawson II

Shares delivered/withheld for obligations 4,136 shares Code F non-derivative disposition on 2026-07-24 for exercise-price or tax-liability payment

Per-share value for code F transaction $211.90 per share Price used for 4,136-share delivery/withholding on 2026-07-24

Key Terms

performance-based restricted stock unit awards, dividend equivalents, Payment of exercise price or tax liability

3 terms

performance-based restricted stock unit awards financial

"vesting of performance-based restricted stock unit awards made in 2023"

Performance-based restricted stock unit awards are promises to deliver company shares to employees or executives only if the company or individual hits specific performance targets over a set period. They behave like a conditional stock bonus: the recipient does not own the shares until the performance and any time-based vesting conditions are met. Investors watch these awards because they affect future share dilution, reveal how management pay is tied to results, and signal what metrics the company prioritizes.

dividend equivalents financial

"including dividend equivalents accrued since the grant date"

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.

Payment of exercise price or tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

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

What insider stock transactions did Progressive (PGR) report for its CHRO on July 24, 2026?

On July 24, 2026, Progressive’s CHRO William L. Clawson II reported a grant of 9,603.053 common shares from vested performance-based RSUs and a separate disposition where 4,136 shares were delivered or withheld at $211.90 per share for exercise-price or tax-liability obligations.

How many Progressive (PGR) shares vested for the CHRO from performance-based RSUs?

The CHRO received 9,603.053 Progressive common shares upon vesting of performance-based restricted stock unit awards made in 2023. The vested amount also reflects dividend equivalents that had accrued on those RSUs since the original grant date.

What is the significance of the 4,136 Progressive (PGR) shares delivered or withheld on July 24, 2026?

The Form 4 shows 4,136 Progressive common shares with transaction code F at $211.90 per share. This code indicates shares were delivered or withheld as payment of exercise price or tax liability by using company stock rather than cash.

What does the 2023 performance-based RSU award mean for Progressive (PGR)’s CHRO?

The CHRO’s 2023 award was in performance-based restricted stock units, which vested into 9,603.053 common shares once conditions were met. The vesting also included additional shares representing dividend equivalents accumulated during the performance period.

Were Progressive (PGR) CHRO’s July 24, 2026 transactions under a Rule 10b5-1 trading plan?

These transactions are not reported as being under a Rule 10b5-1 trading plan. The Form 4’s Rule 10b5-1 checkbox is not marked, indicating no affirmed pre-arranged trading plan for the reported award and related share disposition.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 07/28/2026 - 10:24 AM Accepted by SEC EDGAR 07/28/2026 - 10:24 AM 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^*

Clawson William L. II

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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	07/24/2026		A(1)		9,603.053	A	$0	25,486.822	D
Common	07/24/2026		F		4,136	D	$211.9	21,350.822	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

Explanation of Responses:

1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.

	/s/ Allyson L. Bach, By Power of Attorney	07/28/2026
	** 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)