Progressive director gets 2,011-share stock grant

FARAH ROGER N reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

FARAH ROGER N reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corporation director Roger N. Farah received a grant of 2,011 shares of common stock as equity compensation. The restricted stock was awarded for the 2026-2027 board term under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, with vesting scheduled on April 9, 2027. No cash was paid for these shares, and the grant represents 100% of his compensation for this term, which he elected to take entirely in stock.

Insider Trade Summary

Grant/Award: 2,011 shares

Grant/Award 1 txn

Insider FARAH ROGER N

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	2,011	$0.00	$0.00

Holdings After Transaction: Common — 2,011 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 shares granted: 2,011 shares Price per share: $0.0000 per share Shares after transaction: 2,011 shares +1 more

4 metrics

Restricted shares granted 2,011 shares Director equity award for 2026-2027 term

Price per share $0.0000 per share Compensation grant, no cash paid

Shares after transaction 2,011 shares Total Progressive shares held directly after grant

Vesting date April 9, 2027 Restricted stock vesting schedule

Key Terms

Restricted stock grant, Amended and Restated 2017 Directors Equity Incentive Plan, vest, restricted stock award, +1 more

5 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"

vest financial

"and which will vest on April 9, 2027"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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.

Compensation and Talent Committee financial

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

FAQ

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

What did Progressive (PGR) director Roger N. Farah report in this Form 4?

Roger N. Farah reported receiving 2,011 Progressive common shares as a restricted stock grant. The award represents his entire compensation for the 2026-2027 director term, taken fully in stock instead of a mix of stock and cash.

Is the Roger N. Farah Form 4 transaction in PGR a market purchase or sale?

The transaction is not a market purchase or sale; it is a stock grant. Farah received 2,011 restricted shares as compensation under Progressive’s directors’ equity incentive plan, with no cash price paid per share in this filing.

When will Roger N. Farah’s 2,011 restricted Progressive (PGR) shares vest?

The 2,011 restricted shares granted to Roger N. Farah are scheduled to vest on April 9, 2027. Vesting means the restrictions lapse on that date, and he generally gains full ownership rights to the shares, subject to plan terms.

What compensation choice did Progressive (PGR) directors have for the 2026-2027 term?

Directors could choose either 100% restricted stock or 60% restricted stock and 40% cash for the 2026-2027 term. Roger N. Farah chose 100% restricted stock, leading to a grant of 2,011 restricted shares for that service period.

How many Progressive (PGR) shares does Roger N. Farah hold after this grant?

After this grant, Roger N. Farah holds 2,011 Progressive common shares as reported in the filing. This total reflects the newly awarded restricted stock and is shown as his direct ownership position following the reported transaction.

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

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Accepted by SEC EDGAR 05/12/2026 - 11:18 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^*

FARAH ROGER N

(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)		2,011	A	$0	2,011	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)