Progressive (PGR) director acquires 55.9802 phantom stock units

Progressive Corp (PGR) reported an insider transaction by a director on 10/10/2025.

Rhea-AI Filing Summary

Progressive Corp (PGR) reported an insider transaction by a director on 10/10/2025. The filing shows an acquisition of 55.9802 phantom stock units (Transaction Code: A) at a price of $0, reflecting the reinvestment of dividend equivalents.

These phantom units are stated as 1-for-1 with Progressive common stock and will be paid out in cash at a time elected by the reporting person or as determined under the plan. Following the transaction, the director beneficially owns 135,236.633 derivative securities (direct ownership).

Insights

Equity Compensation Analyst

Routine dividend-equivalent accrual; non-cash phantom units added.

The filing records an automatic acquisition of 55.9802 phantom stock units via dividend-equivalent reinvestment at $0. Phantom units track the value of common shares on a 1-for-1 basis but are settled in cash under the plan’s terms.

Post-transaction holdings total 135,236.633 phantom units, owned directly. This reflects standard director compensation mechanics rather than an open-market trade.

Because settlement is in cash and tied to plan elections, the event does not change share count. Actual impact depends on future plan-driven cash payouts.

Insider Trade Summary

Grant/Award: 55.9802 shares

Grant/Award 1 txn

Insider FITT LAWTON W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	55.9802	$0.00	$0.00

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 135,236.633 contracts (Direct)

Footnotes (3)

1. F1. 1 for 1
2. F2. These units, which were acquired upon the reinvestment of dividend equivalents, will be paid out in cash at the time elected by the reporting person or at such other time determined in accordance with the plan.
3. F3. Expiration Date is the same as the Date Exercisable.

FAQ

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

What did Progressive (PGR) disclose in this Form 4?

A director acquired 55.9802 phantom stock units on 10/10/2025 through the reinvestment of dividend equivalents.

How many derivative securities does the reporting person hold after the transaction?

Post-transaction holdings are 135,236.633 derivative securities with direct ownership.

What was the transaction price for the phantom stock units?

The transaction price was $0, consistent with dividend equivalent reinvestment.

How do the phantom stock units relate to common stock?

They are 1-for-1 with Progressive common stock, per the filing’s explanation.

How and when are the phantom stock units paid out?

They will be paid out in cash at the time elected by the reporting person or as determined under the plan.

What is the insider’s relationship to Progressive (PGR)?

The reporting person is identified as a Director of Progressive Corp.

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

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Accepted by SEC EDGAR 10/14/2025 - 07:42 PM 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).

1. Name and Address of Reporting Person^*

FITT LAWTON W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

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

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
Phantom Stock Unit (rest. Stock)	$0(1)	10/10/2025		A		55.9802		(2)	(3)	Common	55.9802	$0	135,236.633	D

Explanation of Responses:

1. 1 for 1

2. These units, which were acquired upon the reinvestment of dividend equivalents, will be paid out in cash at the time elected by the reporting person or at such other time determined in accordance with the plan.

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

	/s/ Allyson L. Bach, By Power of Attorney	10/14/2025
	** 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.