Progressive executive granted 29,852 shares of stock

Accepted by SEC EDGAR 07/28/2026 - 10:20 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Progressive Corp executive Patrick K. Callahan, Personal Lines President, received a grant of 29,851.9 shares of common stock on July 24, 2026 at $0.00 per share upon vesting of performance-based restricted stock unit awards granted in 2023, including accrued dividend equivalents.

On the same date, 12,578 shares of common stock were withheld and disposed of at $211.90 per share to satisfy exercise-price or tax obligations. These transactions were not reported as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Callahan Patrick K

Role Personal Lines President

Type	Security	Shares	Price	Value
Grant/Award	Common F1	29,851.9	$0.00	$0.00
Exercise Price or Tax Liability	Common	12,578	$211.90	$2.67M

Holdings After Transaction: Common — 36,707.488 shares (Direct)

Holdings Before and After: Common, 19,433.588 to 36,707.488 shares (Direct)

Footnotes (1)

1. F1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.

Key Figures

Shares granted: 29,851.9000 shares Grant price: $0.0000 per share Shares withheld for obligations: 12,578.0000 shares +1 more

4 metrics

Shares granted 29,851.9000 shares Common stock issued from performance-based RSU vesting on July 24, 2026

Grant price $0.0000 per share Price for common shares issued upon RSU vesting

Shares withheld for obligations 12,578.0000 shares Code F disposition on July 24, 2026 for exercise-price or tax liability

Withholding transaction price $211.9000 per share Price used for shares delivered/withheld in the code F transaction

Key Terms

performance-based restricted stock unit awards, dividend equivalents, tax liability

3 terms

performance-based restricted stock unit awards financial

"vesting of performance-based restricted stock unit awards made in 2023"

Performance-based restricted stock unit awards are promises to deliver company shares to employees or executives only if the company or individual hits specific performance targets over a set period. They behave like a conditional stock bonus: the recipient does not own the shares until the performance and any time-based vesting conditions are met. Investors watch these awards because they affect future share dilution, reveal how management pay is tied to results, and signal what metrics the company prioritizes.

dividend equivalents financial

"including dividend equivalents accrued since the grant date"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

tax liability financial

"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

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

What did Progressive (PGR) executive Patrick K. Callahan report in this Form 4?

Patrick K. Callahan reported a grant of 29,851.9 Progressive common shares from vesting 2023 performance-based RSUs, and the withholding of 12,578 shares at $211.90 per share to cover exercise-price or tax obligations.

How many Progressive (PGR) shares were granted to Patrick K. Callahan?

He received 29,851.9 shares of Progressive common stock on July 24, 2026. The shares were issued at $0.00 per share upon vesting of performance-based restricted stock unit awards originally granted in 2023, including accumulated dividend equivalents.

Why were 12,578 Progressive (PGR) shares disposed of in the filing?

The Form 4 shows 12,578 shares were disposed of at $211.90 per share as a code F transaction. This represents shares delivered or withheld to satisfy exercise-price or tax liabilities related to the vested equity awards.

Were Patrick K. Callahan’s PGR transactions under a Rule 10b5-1 trading plan?

No. The Form 4’s Rule 10b5-1 checkbox is not marked as a trading-plan transaction. The reported grant and the related share withholding were therefore not disclosed as occurring under a pre-arranged Rule 10b5-1 trading plan.

What type of equity awards vested for Patrick K. Callahan at Progressive (PGR)?

The grant reflects vesting of performance-based restricted stock unit awards originally made in 2023. The footnote states the issued shares also include dividend equivalents that accrued on those awards since the original grant date.

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

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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^*

Callahan Patrick K

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Personal Lines President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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	07/24/2026		A(1)		29,851.9	A	$0	49,285.488	D
Common	07/24/2026		F		12,578	D	$211.9	36,707.488	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. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.

	/s/ Allyson L. Bach, By Power of Attorney	07/28/2026
	** 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)