Progressive (NYSE: PGR) president vests 5,062.918 RSUs, covers taxes

Rhea-AI Filing Summary

Progressive Corp (PGR) Commercial Lines President Karen Bailo reported the vesting of 5,062.918 restricted stock units on January 20, 2026, which were settled in an equal number of common shares at an exercise price of $0 per share. The filing shows that 1,544 common shares were then withheld at $201.32 per share to cover tax obligations, reducing the net shares retained from this vesting.

After these transactions, Bailo directly owned 35,864.698 common shares and 10,997.026 remaining restricted stock units. Each restricted stock unit represents a contingent right to receive one common share, and the units reported as exercised vested on January 20, 2026, with the expiration date matching the date exercisable.

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

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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^*

Bailo Karen

(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)
	Commercial Lines President

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		M(1)		5,062.918	A	$0	37,408.698	D
Common	01/20/2026		F		1,544	D	$201.32	35,864.698	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
Restricted Stock Unit	(2)	01/20/2026		M(1)			5,062.918	(3)	(4)	Common	5,062.918	$0	10,997.026	D

Explanation of Responses:

1. Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

2. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

3. Units vested on January 20, 2026.

4. Expiration Date is the same as the Date Exercisable.

	/s/ Allyson L. Bach, By Power of Attorney	01/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Progressive (PGR) report for Karen Bailo?

The filing reports that Commercial Lines President Karen Bailo had 5,062.918 restricted stock units vest on January 20, 2026, which were exchanged for an equal number of Progressive common shares at an exercise price of $0 per share.

How many Progressive (PGR) shares were used for taxes in this Form 4?

The Form 4 shows that 1,544 common shares of Progressive were disposed of at $201.32 per share in a transaction coded "F", indicating shares were withheld to satisfy tax withholding obligations related to the vesting.

How many Progressive (PGR) shares does Karen Bailo own after this transaction?

Following the reported transactions, Karen Bailo directly owned 35,864.698 common shares of Progressive and 10,997.026 restricted stock units, according to the Form 4.

What does each restricted stock unit represent in Progressive (PGR)?

Each restricted stock unit represents a contingent right to receive one common share of Progressive’s stock, as stated in the footnotes to the Form 4.

When did the restricted stock units reported by Progressive (PGR) vest?

The footnotes state that the units vested on January 20, 2026, and that the expiration date for these units is the same as the date they became exercisable.

Who is the insider in this Progressive (PGR) Form 4 filing and what is their role?

The insider is Karen Bailo, who serves as Commercial Lines President of Progressive Corp. She is not listed as a director or 10% owner in the filing.