Progressive director receives 1,908-share stock grant

Johnson Devin C reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Johnson Devin C reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corporation director Devin C. Johnson received a stock-based compensation award rather than making an open-market trade. Johnson was granted 1,908 shares of Progressive common stock as a restricted stock award for the 2026-2027 director term, with no cash paid for the shares. The award represents 100% of Johnson's compensation for that term, under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and will vest on April 9, 2027. After this grant, Johnson directly holds 10,529 Progressive common shares.

Insider Trade Summary

Grant/Award: 1,908 shares

Grant/Award 1 txn

Insider Johnson Devin C

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	1,908	$0.00	$0.00

Holdings After Transaction: Common — 10,529 shares (Direct)

Footnotes (1)

1. F1. Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and which will vest on April 9, 2027. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2026-2027 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 100% restricted stock. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation for the 2026-2027 term.

Key Figures

Restricted stock grant: 1,908 shares Grant price: $0.00 per share Shares after grant: 10,529 shares +3 more

6 metrics

Restricted stock grant 1,908 shares Common stock award for 2026-2027 director term

Grant price $0.00 per share Compensation-related restricted stock grant

Shares after grant 10,529 shares Total Progressive common shares held directly after transaction

Vesting date April 9, 2027 Vesting date for restricted stock grant

Compensation mix option 1 100% restricted stock Director compensation election for 2026-2027 term

Compensation mix option 2 60% stock / 40% cash Alternative director compensation election for 2026-2027 term

Key Terms

Restricted stock grant, Amended and Restated 2017 Directors Equity Incentive Plan, Compensation and Talent Committee, restricted stock award

4 terms

Restricted stock grant financial

"Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

A restricted stock grant is an award of company shares given to an employee or executive that cannot be sold or transferred until certain conditions are met, such as staying with the company for a set time or hitting performance goals. For investors, it signals how the company ties pay to future performance and can affect the number of shares outstanding and management’s incentives—think of it as a wrapped gift you only keep once you meet the requirements.

Amended and Restated 2017 Directors Equity Incentive Plan financial

"Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

Compensation and Talent Committee financial

"After considering such preference, the Compensation and Talent Committee granted a restricted stock award"

restricted stock award financial

"the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

FAQ

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

What did Progressive (PGR) director Devin C. Johnson report in this Form 4?

Devin C. Johnson reported receiving 1,908 shares of Progressive common stock as a restricted stock award. This equity grant is compensation for the 2026-2027 director term, rather than an open-market purchase or sale of shares.

How many Progressive (PGR) shares did Devin C. Johnson receive and at what price?

Johnson received 1,908 shares of Progressive common stock at a reported price of $0.00 per share. The shares are a restricted stock grant under the company’s directors equity incentive plan, functioning as stock-based compensation instead of cash.

When will Devin C. Johnson’s new Progressive (PGR) restricted shares vest?

The 1,908 restricted shares granted to Devin C. Johnson will vest on April 9, 2027. Until vesting, the shares are subject to restrictions specified in The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan.

What is Devin C. Johnson’s Progressive (PGR) share ownership after this grant?

Following the restricted stock award, Devin C. Johnson directly holds 10,529 shares of Progressive common stock. This total reflects his position after the grant reported in this Form 4, showing his updated equity stake as a director.

How was Devin C. Johnson’s 2026-2027 Progressive (PGR) director compensation structured?

For the 2026-2027 term, directors could choose 100% restricted stock or 60% restricted stock and 40% cash. Johnson chose 100% restricted stock, and the Compensation and Talent Committee granted shares representing all compensation for that term.

Is Devin C. Johnson’s Form 4 transaction a market buy or sell of Progressive (PGR) stock?

No, the Form 4 shows a grant coded as a compensation-related acquisition, not a market trade. Johnson received restricted shares as part of his director compensation under Progressive’s Amended and Restated 2017 Directors Equity Incentive Plan.

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

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Accepted by SEC EDGAR 05/12/2026 - 11:24 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^*

Johnson Devin C

(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)
05/08/2026

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	05/08/2026		A(1)		1,908	A	$0	10,529	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. Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and which will vest on April 9, 2027. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2026-2027 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 100% restricted stock. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation for the 2026-2027 term.

	/s/ Allyson L. Bach, By Power of Attorney	05/12/2026
	** 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)