[Form 4] PROGRESSIVE CORP/OH/ Insider Trading Activity

Rhea-AI Filing Summary

Progressive Corporation (PGR) insider sale reported on Form 4. Patrick K. Callahan, Personal Lines President and officer of Progressive, sold 6,420 shares of common stock on 09/19/2025 under a 10b5-1 trading plan. The shares were sold at a weighted average price of $242.2182, with individual sale prices ranging from $241.138 to $243.490. After the reported disposition, the reporting person beneficially owned 15,191.521 shares. The filing states the 10b5-1 plan was adopted on November 18, 2024, and the Form 4 was signed by an attorney-in-fact on 09/22/2025.

Positive

• Transaction executed under a 10b5-1 trading plan, indicating pre-specified, compliant insider trading procedures.
• Filing discloses weighted average price and price range and offers to provide execution-level details on request, supporting transparency.

Negative

• Officer sold 6,420 shares on 09/19/2025, reducing beneficial ownership to 15,191.521 shares, which is a liquidating insider transaction that may be viewed negatively by some investors.

Insights

Financial Analyst

TL;DR: Officer sold 6,420 shares via an established 10b5-1 plan; transaction appears routine and not linked to new company disclosures.

The Form 4 documents a non-derivative sale by Patrick K. Callahan of 6,420 Progressive shares at a weighted average price of $242.2182 on 09/19/2025. The transaction was executed pursuant to a 10b5-1 trading plan adopted November 18, 2024, which provides affirmative defense protection for scheduled trades. Post-sale beneficial ownership is reported as 15,191.521 shares. From an analyst perspective, this is a compliance-driven insider sale without accompanying operational or financial disclosures in the filing itself, suggesting limited immediate impact on company fundamentals.

Corporate Governance Expert

TL;DR: The filing shows adherence to insider-trading controls via a documented 10b5-1 plan; disclosure appears complete for the reported trade.

The report specifies the existence and use of a 10b5-1 plan (adopted 11/18/2024) and provides a weighted average sale price and price range, with an offer to disclose detailed execution-level pricing upon request. The Form 4 is signed by a power of attorney, consistent with SEC filing practice. Governance-wise, the filing demonstrates procedural compliance and transparency, reducing concerns that the sale was opportunistic relative to undisclosed material information in this document.

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).

X

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)
09/19/2025

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
Common	09/19/2025		S(1)		6,420	D	$242.2182(2)	15,191.521	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. This transaction reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of November 18, 2024.

2. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $241.138 and $243.490, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

	/s/ Sarah R. D'Amore, By Power of Attorney	09/22/2025
	** 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.

FAQ

What insider transaction did Patrick K. Callahan report on Form 4 for PGR?

The filing reports a sale of 6,420 shares of Progressive common stock on 09/19/2025.

At what price were the PGR shares sold in the Form 4 filing?

The shares were sold at a weighted average price of $242.2182, with individual prices ranging from $241.138 to $243.490.

Was the sale of PGR shares part of a planned trading program?

Yes. The transaction was executed pursuant to a 10b5-1 trading plan adopted on November 18, 2024.

How many PGR shares does the reporting person beneficially own after the sale?

After the reported disposition, the reporting person beneficially owned 15,191.521 shares.

Who signed the Form 4 filing for the reporting person?

The Form 4 was signed on behalf of the reporting person by Sarah R. D'Amore, by power of attorney on 09/22/2025.