Progressive Corp (PGR) director adds 9,276.5299 units via dividend equivalents

Rhea-AI Filing Summary

Progressive Corp director Roger N. Farah reported an automatic increase in his deferred equity-based holdings. On 01/08/2026, he acquired 9,276.5299 Phantom Stock Units at a price of $0 per unit. Each unit is credited on a 1-for-1 basis in reference to Progressive common shares, but will be paid out in cash rather than stock. The filing notes these units were acquired through the reinvestment of dividend equivalents under a company plan. Following this transaction, Farah beneficially owns 154,239.3628 Phantom Stock Units in direct form, all subject to the plan’s payout rules and timing elections.

01/12/2026 - 11:29 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

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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^*

FARAH ROGER N

(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)	$0(1)	01/08/2026		A		9,276.5299		(2)	(3)	Common	9,276.5299	$0	154,239.3628	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).
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 Progressive Corp (PGR) report for Roger N. Farah?

Progressive Corp reported that director Roger N. Farah acquired 9,276.5299 Phantom Stock Units on 01/08/2026 at a price of $0 per unit through a plan.

How many Phantom Stock Units does Roger N. Farah hold in Progressive Corp (PGR) after this transaction?

After the reported transaction, Roger N. Farah beneficially owns 154,239.3628 Phantom Stock Units tied to Progressive Corp common stock, held in direct form under the company plan.

What are Phantom Stock Units in the context of Progressive Corp (PGR)?

Phantom Stock Units are deferred compensation instruments that track the value of Progressive Corp common shares on a 1-for-1 basis, but are ultimately paid out in cash rather than stock according to the plan’s terms.

How were the newly acquired Phantom Stock Units in PGR credited to Roger N. Farah?

The filing states that the 9,276.5299 units were acquired through the reinvestment of dividend equivalents, meaning cash dividends that would have been paid were instead converted into additional Phantom Stock Units.

Does this Progressive Corp (PGR) transaction involve an open-market stock purchase or sale?

No. The transaction is coded as an acquisition (A) of derivative securities at $0 per unit and reflects plan-based Phantom Stock Units credited through dividend equivalent reinvestment, not an open-market trade.

How and when will Roger N. Farah receive value from these PGR Phantom Stock Units?

The units will be paid out in cash at the time elected by the reporting person or at another time determined in accordance with the company’s plan, as described in the footnotes.