STOCK TITAN

Progressive executive nets RSU shares, holds 19,433

Callahan Patrick K reported disposition transactions in this Form 4 filing.

(High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Callahan Patrick K reported disposition transactions in this Form 4 filing.

Progressive Corp reports that Personal Lines President Patrick K. Callahan had restricted stock units vest on January 20, 2026, resulting in the issuance of 6,270.067 Common Shares, including dividend equivalent units. Each restricted stock unit represented a contingent right to receive one Common Share.

On the same date, 2,028 Common Shares were delivered to satisfy tax obligations at $201.32 per share. Following these transactions, Callahan directly holds 19,433.588 Common Shares of Progressive.

Positive

  • None.

Negative

  • None.
Insider Callahan Patrick K
Role Personal Lines President
Type Security Shares Price Value
Exercise Restricted Stock Unit 6,270.067 $0.00 $0.00
Exercise Common 6,270.067 $0.00 $0.00
Exercise Price or Tax Liability Common 2,028 $201.32 $408K
Holdings After Transaction: Restricted Stock Unit — 11,818.927 contracts (Direct); Common — 19,433.588 shares (Direct)
Footnotes (4)
  1. F1. 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. F2. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.
  3. F3. Units vested on January 20, 2026.
  4. F4. Expiration Date is the same as the Date Exercisable.
RSUs converted 6,270.067 shares Restricted Stock Units converted into Common Shares on January 20, 2026
Tax-withheld shares 2,028 shares Common Shares delivered to satisfy tax obligations coded as F transaction
Tax withholding price $201.3200 per share Per-share value used for the tax-withholding disposition of 2,028 shares
Post-transaction holdings 19,433.588 Common Shares Direct Common Share holdings of Patrick K. Callahan after the reported transactions
Restricted Stock Unit financial
"Represents Common Shares issued upon the vesting of restricted stock unit awards"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
dividend equivalent units financial
"vesting of restricted stock unit awards, including dividend equivalent units"
Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.
contingent right financial
"Each Restricted Stock Unit represents a contingent right to receive one Common Share"
tax-withholding disposition financial
"transaction_action: tax-withholding disposition"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What RSU vesting did Progressive (PGR) report for Patrick K. Callahan?

Progressive reported that 6,270.067 restricted stock units, including dividend equivalent units, vested for Personal Lines President Patrick K. Callahan on January 20, 2026. Each vested unit was settled in one Common Share of Progressive stock.

How many Progressive (PGR) shares were withheld for taxes and at what price?

On January 20, 2026, 2,028 Common Shares of Progressive were delivered to cover tax obligations at a per-share value of $201.32. This disposition is coded as a tax-withholding transaction rather than an open-market sale.

How many Progressive (PGR) shares does Patrick K. Callahan hold after this Form 4?

After the reported transactions, Personal Lines President Patrick K. Callahan directly holds 19,433.588 Common Shares of Progressive. This figure reflects his post-transaction balance of Common Shares as reported in the holding summary.

What do Progressive (PGR) footnotes say about the restricted stock units?

The footnotes explain that the Common Shares were issued upon vesting of restricted stock unit awards, including dividend equivalent units. They also state that each Restricted Stock Unit represents a contingent right to receive one Common Share and that the units vested on January 20, 2026.

Were the Progressive (PGR) transactions derivative exercises or market trades?

The activity includes a derivative exercise of restricted stock units into 6,270.067 Common Shares and a separate tax-withholding disposition of 2,028 Common Shares. The disposition is specifically described as payment of tax liability by delivering securities, not a regular market trade.

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

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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*
Callahan Patrick K

(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)
Personal Lines President
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) 6,270.067 A $0 21,461.588 D
Common 01/20/2026 F 2,028 D $201.32 19,433.588 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
Restricted Stock Unit (2) 01/20/2026 M(1) 6,270.067 (3) (4) Common 6,270.067 $0 11,818.927 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).
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.

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