Progressive (NYSE: PGR) grants shares to CRM president, with tax-share withholding

Rhea-AI Filing Summary

Progressive Corp CRM President Heather E. Day received 2,087.816 common shares on 2026-07-24 from the vesting of performance-based restricted stock unit awards granted in 2023, including dividend equivalents. On the same date, 613 shares at $211.90 per share were used to pay exercise price or tax liability by delivering or withholding securities.

Insider Trade Summary

Net Buyer: 1,474.816 shares

Net Buy 2 txns

Insider DAY HEATHER E

Role CRM President

Type	Security	Shares	Price	Value
Grant/Award	Common F1	2,087.816	$0.00	$0.00
Exercise Price or Tax Liability	Common	613	$211.90	$130K

Holdings After Transaction: Common — 18,894.824 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

Stock award shares: 2,087.816 shares Shares used for exercise price or tax payment: 613 shares Disposition price per share: $211.9000 per share

3 metrics

Stock award shares 2,087.816 shares Common shares issued to Heather E. Day on 2026-07-24 upon RSU vesting

Shares used for exercise price or tax payment 613 shares Code F disposition on 2026-07-24 to pay exercise price or tax liability

Disposition price per share $211.9000 per share Price applied to the 613-share code F transaction on 2026-07-24

Key Terms

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

4 terms

performance-based restricted stock unit awards financial

"These shares were issued pursuant to the vesting of performance-based restricted stock unit awards"

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"

withholding securities financial

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

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/28/2026 - 10:27 AM Accepted by SEC EDGAR 07/28/2026 - 10:27 AM Learn about SEC filing dates

FAQ

What stock award did Progressive (PGR) report for Heather E. Day?

Progressive reported that CRM President Heather E. Day received 2,087.816 common shares on July 24, 2026. These shares were issued upon vesting of performance-based restricted stock unit awards granted in 2023, and include dividend equivalents accrued since the original grant date.

How many Progressive (PGR) shares vested for Heather E. Day on July 24, 2026?

On July 24, 2026, 2,087.816 Progressive common shares vested for Heather E. Day. The shares arose from performance-based restricted stock unit awards made in 2023, and the total includes additional shares credited as dividend equivalents since the grant date.

What does the code F transaction mean in Heather E. Day’s Progressive (PGR) report?

Heather E. Day reported a code F transaction involving 613 shares at $211.90 per share. Code F is described as payment of exercise price or tax liability by delivering or withholding securities, rather than a standard open-market purchase or sale of shares.

Were Heather E. Day’s Progressive (PGR) transactions executed under a Rule 10b5-1 plan?

The Rule 10b5-1 checkbox for Heather E. Day’s report is not checked, and no footnote indicates a trading plan. The disclosure therefore does not classify these transactions as made pursuant to a Rule 10b5-1 or similar pre-arranged trading plan.

Did Heather E. Day sell Progressive (PGR) shares in the open market in this report?

The report shows a code F disposition of 613 shares at $211.90 per share, defined as payment of exercise price or tax liability by delivering or withholding securities. This classification does not describe an ordinary open-market sale of Progressive shares.

What are dividend equivalents in Heather E. Day’s Progressive (PGR) stock award?

Heather E. Day’s 2,087.816-share award includes dividend equivalents accrued since the 2023 grant date. Dividend equivalents are additional share credits or value reflecting dividends that would have been paid on the underlying restricted stock units during the vesting period.

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^*

DAY HEATHER E

(Last) (First) (Middle)

300 N. 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)
	CRM 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)		2,087.816	A	$0	19,507.824	D
Common	07/24/2026		F		613	D	$211.9	18,894.824	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)