Progressive Corp CSO reports equity award vesting

Progressive Corp’s chief strategy officer Daniel J. Witalec reported equity compensation activity on 24 July 2026.

Accepted by SEC EDGAR 07/28/2026 - 10:49 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Progressive Corp’s chief strategy officer Daniel J. Witalec reported equity compensation activity on 24 July 2026. He acquired 2,422.240 common shares issued upon vesting of 2023 performance-based restricted stock unit awards, including dividend equivalents, and had 706 shares withheld at $211.9000 per share to satisfy tax or exercise-price obligations. The transactions were not made under a Rule 10b5-1 trading plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider WITALEC DANIEL J

Role Chief Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Common F1	2,422.24	$0.00	$0.00
Exercise Price or Tax Liability	Common	706	$211.90	$150K

Holdings After Transaction: Common — 4,166.166 shares (Direct)

Holdings Before and After: Common, 2,449.926 to 4,166.166 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

Shares acquired via RSU vesting: 2,422.240 shares Shares withheld for obligations: 706 shares Withholding price per share: $211.9000 per share +1 more

4 metrics

Shares acquired via RSU vesting 2,422.240 shares Common shares issued to Daniel J. Witalec on 2026-07-24 upon vesting of 2023 performance-based RSUs

Shares withheld for obligations 706 shares Common shares withheld on 2026-07-24 under transaction code F

Withholding price per share $211.9000 per share Per-share value used for 706 common shares withheld on 2026-07-24

RSU grant year 2023 Year of performance-based restricted stock unit awards that vested into common shares

Key Terms

performance-based restricted stock unit awards, dividend equivalents, transaction code F, Rule 10b5-1 trading plan

4 terms

performance-based restricted stock unit awards financial

"vesting of performance-based restricted stock unit awards made in 2023"

Performance-based restricted stock unit awards are promises to deliver company shares to employees or executives only if the company or individual hits specific performance targets over a set period. They behave like a conditional stock bonus: the recipient does not own the shares until the performance and any time-based vesting conditions are met. Investors watch these awards because they affect future share dilution, reveal how management pay is tied to results, and signal what metrics the company prioritizes.

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.

transaction code F regulatory

"transaction code F for payment of exercise price or tax liability"

Rule 10b5-1 trading plan regulatory

"transactions were not made under a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Progressive (PGR) report for Daniel J. Witalec?

Daniel J. Witalec reported two transactions on 24 July 2026. He acquired 2,422.240 Progressive common shares from vesting of 2023 performance-based RSUs, then had 706 shares withheld at $211.9000 per share to satisfy tax or exercise-price obligations. Both transactions involved shares held directly.

How many Progressive (PGR) shares did Witalec receive from RSU vesting?

He received 2,422.240 Progressive common shares. These were issued upon vesting of performance-based restricted stock unit awards granted in 2023, including additional shares credited as dividend equivalents that had accrued since the original grant date. All were reported as directly owned.

Why were 706 Progressive (PGR) shares withheld in Witalec’s Form 4?

The 706 shares were withheld under transaction code F. That code represents payment of exercise price or tax liability by delivering or withholding securities, indicating these shares covered tax or exercise-price obligations related to the equity award vesting. The shares are reported as directly owned before withholding.

Was Witalec’s Progressive (PGR) transaction under a Rule 10b5-1 plan?

No, the filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan. This indicates the reported vesting and share withholding were not executed under a Rule 10b5-1 plan, and no pre-arranged trading arrangement is identified for these transactions.

What price per share applied to the withheld Progressive (PGR) shares?

The 706 withheld shares were valued at $211.9000 per share. This per-share price is specified for the transaction coded F, reflecting the value used to determine the number of shares withheld for obligations. All 706 shares are listed as directly owned before withholding.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

WITALEC DANIEL J

(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)

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

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)		2,422.24	A	$0	4,872.166	D
Common	07/24/2026		F		706	D	$211.9	4,166.166	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)