Progressive (NYSE: PGR) director acquires 376.9235 phantom stock units

Rhea-AI Filing Summary

Progressive Corp (PGR) director Pamela J. Craig reported an acquisition of derivative equity-linked compensation. On January 8, 2026, she received 376.9235 Phantom Stock Units, recorded at a price of $0 per unit, increasing her beneficial holdings in these units to 6,267.0454.

The phantom stock units are described as having a 1-for-1 relationship to Progressive common shares and were acquired through the reinvestment of dividend equivalents. According to the filing, these units will be paid out in cash at a time elected by the reporting person or as otherwise determined under the applicable plan, rather than settled in actual shares.

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

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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^*

Craig Pamela J.

(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)
01/08/2026

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

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)	(1)	01/08/2026		A		376.9235		(2)	(3)	Common	376.9235	$0	6,267.0454	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	01/12/2026
	** 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).
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FAQ

What insider transaction did Progressive (PGR) report in this Form 4?

The filing shows that director Pamela J. Craig acquired 376.9235 Phantom Stock Units on January 8, 2026, bringing her total phantom units to 6,267.0454.

What type of security did Pamela J. Craig receive from Progressive (PGR)?

She received Phantom Stock Units, which the filing describes with a 1-for-1 relationship to Progressive common stock and that are ultimately paid out in cash.

How were the new Phantom Stock Units for Progressive (PGR) director Craig acquired?

The filing states that the 376.9235 units were acquired through the reinvestment of dividend equivalents under the company plan.

Does the Progressive (PGR) Form 4 indicate whether this is a direct or indirect holding?

The Form 4 classifies these Phantom Stock Units as direct (D) beneficial ownership by Pamela J. Craig.

Will Progressive (PGR) Phantom Stock Units be settled in shares or cash?

According to the disclosure, the Phantom Stock Units will be paid out in cash at the time elected by the reporting person or as determined under the plan.

What does the 1-for-1 notation mean for Progressive (PGR) Phantom Stock Units?

The footnote indicates a 1-for-1 relationship, meaning each Phantom Stock Unit corresponds to the value of one share of common stock for payout calculations.