Progressive director receives 1,238-share stock grant

Burgdoerfer Stuart B reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Burgdoerfer Stuart B reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corp director Stuart B. Burgdoerfer reported a compensation-related stock grant rather than an open-market trade. He received 1,238 shares of common stock as a restricted stock award for the 2026–2027 director term, bringing his direct holdings to 13,455 shares.

The restricted stock grant was made under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan and will vest on April 9, 2027. For this board term, 60% of his compensation is in restricted stock and 40% is in cash, with the cash portion payable on April 9, 2027.

Insider Trade Summary

Grant/Award: 1,238 shares

Grant/Award 2 txns

Insider Burgdoerfer Stuart B

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	1,238	$0.00	$0.00
holding	Common	--	--	--

Holdings After Transaction: Common — 13,455 shares (Direct); Common — 11 shares (Indirect, By Spouse)

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 60% restricted stock and 40% cash. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 60% of the reporting person's compensation for the 2026-2027 term, and authorized a cash payment on April 9, 2027, for the remaining 40% of the reporting person's compensation.

Key Figures

Restricted shares granted: 1,238 shares Shares after grant: 13,455 shares Indirect spouse holdings: 11 shares +3 more

6 metrics

Restricted shares granted 1,238 shares Restricted stock grant for 2026–2027 director term

Shares after grant 13,455 shares Total Progressive common shares directly held after grant

Indirect spouse holdings 11 shares Progressive common shares held indirectly by spouse

Grant vesting date April 9, 2027 Vesting date of restricted stock grant

Compensation mix 60% stock / 40% cash Director compensation structure for 2026–2027 term

Grant price per share $0.00 per share Stated price for restricted stock grant (compensation award)

Key Terms

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

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"

restricted stock award financial

"the Compensation and Talent Committee granted a restricted stock award representing 60% 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

"the Compensation and Talent Committee granted a restricted stock award representing 60% of the reporting person's compensation"

FAQ

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

What insider transaction did Progressive (PGR) director Stuart Burgdoerfer report?

Stuart Burgdoerfer reported receiving 1,238 shares of Progressive common stock as a restricted stock grant for his 2026–2027 director term, rather than buying shares in the open market. This grant increased his directly held shares to 13,455 according to the filing.

Is the Stuart Burgdoerfer Form 4 for Progressive (PGR) an open-market buy or compensation grant?

The Form 4 reflects a compensation grant, not an open-market purchase. Burgdoerfer received 1,238 restricted shares at a stated price of $0.00 per share under Progressive’s directors equity incentive plan for his 2026–2027 board service.

When do Stuart Burgdoerfer’s new Progressive (PGR) restricted shares vest?

The 1,238-share restricted stock grant to Stuart Burgdoerfer will vest on April 9, 2027. On that same date, The Progressive Corporation also plans to pay the remaining 40% of his 2026–2027 director compensation in cash, as described in the filing.

How is Progressive (PGR) director compensation structured in this Form 4 disclosure?

For the 2026–2027 term, Progressive allowed directors to choose 100% restricted stock or 60% stock and 40% cash. Burgdoerfer chose 60% stock and 40% cash, resulting in a 1,238-share restricted stock grant plus a scheduled cash payment on April 9, 2027.

How many Progressive (PGR) shares does Stuart Burgdoerfer hold after this Form 4 transaction?

After receiving the 1,238-share restricted stock grant, Burgdoerfer directly holds 13,455 Progressive common shares. The filing also notes an additional 11 common shares held indirectly through his spouse, reported separately as indirect ownership on the same date.

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

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Accepted by SEC EDGAR 05/12/2026 - 11:09 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^*

Burgdoerfer Stuart B

(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)		1,238	A	$0	13,455	D
Common								11	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

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 60% restricted stock and 40% cash. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 60% of the reporting person's compensation for the 2026-2027 term, and authorized a cash payment on April 9, 2027, for the remaining 40% of the reporting person's compensation.

	/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)