Progressive (PGR) CFO logs RSU vesting and tax-share disposition in Form 4

Rhea-AI Filing Summary

Progressive Corp Vice President and Chief Financial Officer John P. Sauerland reported equity compensation activity involving the company’s common shares. On February 20, 2026, he acquired 3,546.369 common shares at a stated price of $0.00 per share, issued upon the vesting of performance-based restricted stock unit awards granted in 2023, including dividend equivalents. On the same date, 1,568 shares were disposed of at $202.27 per share to cover tax liabilities by delivering shares rather than paying cash. After these transactions, he directly owned 229,440.142 common shares and indirectly held 14,451.434 shares through a 401(k) plan.

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^*

Sauerland John P

(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)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

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	02/20/2026		A(1)		3,546.369	A	$0	231,008.142	D
Common	02/20/2026		F		1,568	D	$202.27	229,440.142	D
Common								14,451.434	I	401(k) Plan

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	02/24/2026
	** 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.

FAQ

What insider transactions did PGR CFO John P. Sauerland report?

John P. Sauerland reported equity compensation activity involving Progressive common shares. He received vested performance-based restricted stock units and had shares withheld to satisfy tax liabilities, resulting in both an acquisition and a disposition of shares on the same date.

How many Progressive (PGR) shares did the CFO acquire in this Form 4?

He acquired 3,546.369 Progressive common shares. These were issued upon vesting of performance-based restricted stock unit awards originally granted in 2023, including dividend equivalents that had accrued since the grant date, and were recorded at a stated price of $0.00 per share.

Why were 1,568 Progressive (PGR) shares disposed of in this filing?

1,568 Progressive common shares were disposed of to satisfy tax liabilities. The transaction used a tax-withholding method where shares, valued at $202.27 each, were delivered rather than paying cash, reflecting a non-open-market disposition linked to the vesting of prior equity awards.

What are John P. Sauerland’s Progressive (PGR) share holdings after these transactions?

Following the reported transactions, he directly owned 229,440.142 Progressive common shares. In addition, he indirectly held 14,451.434 shares through a 401(k) plan, reflecting both his direct ownership position and retirement-related holdings associated with the company.

What is the nature of the equity awards reported in this PGR Form 4?

The acquired shares were issued upon vesting of performance-based restricted stock unit awards granted in 2023. The footnote explains these included dividend equivalents accrued since the grant date, meaning additional shares were credited over time as dividends were declared.

Does this PGR Form 4 indicate an open-market stock sale by the CFO?

The filing shows a tax-withholding disposition coded as “F,” not an open-market sale. Shares were delivered at $202.27 each to cover tax obligations arising from the vesting of previously granted performance-based restricted stock unit awards.