Progressive (PGR) director Lawton Fitt granted 3,093 restricted shares for 2026–2027 term

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FITT LAWTON W reported acquisition or exercise transactions in this Form 4 filing.

PROGRESSIVE CORP/OH/ director Lawton W. Fitt received a stock-based compensation grant for the 2026–2027 board term. The grant consists of 3,093 shares of common stock awarded at no cash cost to the director and increases direct holdings to 12,482 shares.

The award is a restricted stock grant under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan and will vest on April 9, 2027. The director elected to receive 100% of compensation for the 2026–2027 term in restricted stock instead of a mix of stock and cash.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FITT LAWTON W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	3,093	$0.00	--

Holdings After Transaction: Common — 12,482 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 3,093 shares Post-grant holdings: 12,482 shares Grant price per share: $0.00 per share +1 more

4 metrics

Restricted stock grant 3,093 shares Director compensation for 2026–2027 term

Post-grant holdings 12,482 shares Common stock held directly after grant

Grant price per share $0.00 per share Reported transaction price for restricted stock award

Vesting date April 9, 2027 Restricted stock grant vesting date

Key Terms

restricted stock grant, Amended and Restated 2017 Directors Equity Incentive Plan, restricted stock award

3 terms

restricted stock grant financial

"Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

A restricted stock grant is an award of company shares given to an employee or executive that cannot be sold or transferred until certain conditions are met, such as staying with the company for a set time or hitting performance goals. For investors, it signals how the company ties pay to future performance and can affect the number of shares outstanding and management’s incentives—think of it as a wrapped gift you only keep once you meet the requirements.

Amended and Restated 2017 Directors Equity Incentive Plan financial

"made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

restricted stock award financial

"the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation"

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 11:22 AM

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^*

FITT LAWTON W

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	05/08/2026		A⁽¹⁾		3,093	A	$0	12,482	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and which will vest on April 9, 2027. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2026-2027 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 100% restricted stock. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation for the 2026-2027 term.

	/s/ Allyson L. Bach, By Power of Attorney	05/12/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Progressive (PGR) director Lawton W. Fitt report on this Form 4?

Lawton W. Fitt reported receiving a grant of 3,093 shares of Progressive common stock as director compensation. This is a restricted stock award under the company’s 2017 Directors Equity Incentive Plan for the 2026–2027 board term.

How many Progressive (PGR) shares were granted to Lawton W. Fitt?

The director was granted 3,093 shares of Progressive common stock. These shares represent 100% of the director’s compensation for the 2026–2027 term, delivered in stock rather than a combination of stock and cash.

When do Lawton W. Fitt’s new Progressive (PGR) restricted shares vest?

The 3,093 restricted shares will vest on April 9, 2027. Until vesting, they are subject to restrictions under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan and the grant’s specific terms.

How many Progressive (PGR) shares does Lawton W. Fitt hold after this grant?

Following the restricted stock grant, Lawton W. Fitt directly holds 12,482 shares of Progressive common stock. This total reflects the addition of the 3,093-share award reported in the current Form 4 filing.

Is Lawton W. Fitt’s Progressive (PGR) stock grant an open-market purchase?

No, the transaction is a stock grant, not an open-market purchase. The shares were awarded as director compensation at a reported price of $0.00 per share under Progressive’s directors equity incentive plan.

How was Progressive (PGR) director compensation structured for the 2026–2027 term?

For the 2026–2027 term, directors could choose 100% restricted stock or 60% restricted stock and 40% cash. Lawton W. Fitt chose 100% restricted stock, leading to a grant of 3,093 restricted shares.