Progressive (PGR) CAO logs RSU vesting and tax share disposal

Rhea-AI Filing Summary

Progressive Corp. Chief Accounting Officer Joyce Carl G reported the vesting of restricted stock units and related share withholding. On January 20, 2026, 486.118 restricted stock units converted into the same number of Progressive common shares at an exercise price of $0. To cover tax obligations, 172 common shares were disposed of at $201.32 per share, leaving 969.26 common shares directly owned.

Following these transactions, Joyce Carl G also beneficially owned 306.642 common shares indirectly through a 401(k) Plan and 24.081 common shares indirectly through a spouse. The filing clarifies that each restricted stock unit represented a right to receive one common share and that the units vested on January 20, 2026.

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^*

Joyce Carl G

(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 Accounting Officer

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)		486.118	A	$0	1,141.26	D
Common	01/20/2026		F		172	D	$201.32	969.26	D
Common								306.642	I	401(k) Plan
Common								24.081	I	By Spouse

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)			486.118	(3)	(4)	Common	486.118	$0	1,497.266	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.
* 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).
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FAQ

What insider activity did Progressive (PGR) report in this Form 4?

The Form 4 shows that Chief Accounting Officer Joyce Carl G had 486.118 restricted stock units vest into an equal number of Progressive common shares on January 20, 2026, and disposed of 172 shares to cover tax obligations.

How many restricted stock units vested for Progressive (PGR) CAO Joyce Carl G?

486.118 restricted stock units vested on January 20, 2026, each converting into one Progressive common share at an exercise price of $0 per share.

At what price were Progressive (PGR) shares used to cover taxes in this filing?

172 Progressive common shares were disposed of at a price of $201.32 per share in a transaction coded F, which typically reflects shares withheld or sold to satisfy tax withholding obligations.

How many Progressive (PGR) shares does Joyce Carl G own after the reported transactions?

After the transactions on January 20, 2026, Joyce Carl G directly owned 969.26 Progressive common shares and indirectly beneficially owned 306.642 shares through a 401(k) Plan and 24.081 shares through a spouse.

What does each restricted stock unit represent for Progressive (PGR) in this Form 4?

Each Restricted Stock Unit represents a contingent right to receive one Progressive common share, as disclosed in the explanatory footnotes.

What role does the reporting person hold at Progressive (PGR)?

The reporting person, Joyce Carl G, serves as Chief Accounting Officer of Progressive Corp., as indicated under the relationship to issuer section.