Progressive (PGR) CIO Bauer nets share sale after RSU vesting and tax withholding

Rhea-AI Filing Summary

Progressive Corp (PGR) Chief Investment Officer Jonathan S. Bauer reported a mix of stock award vesting, tax withholding, and share sales. On February 20, 2026, he acquired 4,220.898 common shares at $0.00 per share from the vesting of performance-based restricted stock units granted in 2023, including dividend equivalents. The same day, 1,954 common shares were disposed of at $202.27 per share to satisfy tax obligations through a tax-withholding disposition. On February 23, 2026, he executed an open-market sale of 2,266 common shares at an average price of $203.05 per share under a pre-arranged Rule 10b5-1 trading plan adopted on August 21, 2025. Following these transactions, he directly held 26,249.698 common shares and indirectly held 122.557 common shares through a 401(k) 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).

X

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^*

Bauer Jonathan S.

(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 Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		A(1)		4,220.898	A	$0	30,469.698	D
Common	02/20/2026		F		1,954	D	$202.27	28,515.698	D
Common	02/23/2026		S(2)		2,266	D	$203.05	26,249.698	D
Common								122.557	I	401(k) Plan

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.

2. This transaction reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of August 21, 2025.

	/s/ Allyson L. Bach, By Power of Attorney	02/24/2026
	** 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.

FAQ

What insider transactions did PGR Chief Investment Officer Jonathan S. Bauer report?

Jonathan S. Bauer reported a grant-related share acquisition, a tax-withholding share disposition, and an open-market sale. These involved common stock transactions on February 20 and February 23, 2026, reflecting routine equity compensation activity and a planned sale under a Rule 10b5-1 trading plan.

How many Progressive (PGR) shares did Jonathan S. Bauer sell in this Form 4?

He sold 2,266 common shares of Progressive at an average price of $203.05 per share. The sale occurred on February 23, 2026, and was executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 21, 2025.

What stock award did Jonathan S. Bauer receive from Progressive (PGR)?

He acquired 4,220.898 common shares at $0.00 per share upon vesting of performance-based restricted stock units granted in 2023. The award included dividend equivalents accrued since the original grant date, increasing his direct ownership before related tax withholding and the subsequent sale.

Why were some of Jonathan S. Bauer’s Progressive (PGR) shares disposed of for tax purposes?

A total of 1,954 common shares were disposed of at $202.27 per share to cover tax liabilities. This tax-withholding disposition occurred on February 20, 2026, in connection with the vesting of his performance-based restricted stock unit awards granted in 2023.

How many Progressive (PGR) shares does Jonathan S. Bauer own after these transactions?

After the reported transactions, he directly owned 26,249.698 common shares of Progressive. In addition, he indirectly held 122.557 common shares through a 401(k) plan, reflecting both vested equity compensation and remaining holdings after tax withholding and the planned sale.

Was Jonathan S. Bauer’s PGR share sale part of a Rule 10b5-1 plan?

Yes. The Form 4 states that the open-market sale of 2,266 common shares at $203.05 per share was made under a Rule 10b5-1 trading plan. The plan was adopted by Jonathan S. Bauer on August 21, 2025, before these transactions.