Progressive (PGR) CIO Bauer details RSU vesting and 1,496-share sale

Rhea-AI Filing Summary

Progressive Corp. executive Jonathan S. Bauer, Chief Investment Officer, reported equity compensation activity involving company stock. On January 20, 2026, restricted stock units covering 4,602.284 Common Shares vested and were converted into the same number of Common Shares at a stated price of $0 per share, reflecting the nature of the award. On the same date, Bauer reported a disposition of 1,496 Common Shares at a price of $201.32 per share. After these transactions, he reported owning 29,353.8 Common Shares directly and an additional 122.557 Common Shares indirectly through a 401(k) Plan, along with 9,175.596 restricted stock units remaining beneficially owned.

Insider Trade Summary

4,602.284 shares exercised/converted

Mixed 4 txns

Insider Bauer Jonathan S.

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	4,602.284	$0.00	--
Exercise	Common	4,602.284	$0.00	--
Tax Withholding	Common	1,496	$201.32	$301K
holding	Common	--	--	--

Holdings After Transaction: Restricted Stock Unit — 9,175.596 shares (Direct); Common — 30,849.8 shares (Direct); Common — 122.557 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock. Units vested on January 20, 2026. Expiration Date is the same as the Date Exercisable.

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Form 4 Insider Transactions: What Each Field Means →

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^*

Bauer Jonathan S.

(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)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		M(1)		4,602.284	A	$0	30,849.8	D
Common	01/20/2026		F		1,496	D	$201.32	29,353.8	D
Common								122.557	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
Restricted Stock Unit	(2)	01/20/2026		M(1)			4,602.284	(3)	(4)	Common	4,602.284	$0	9,175.596	D

Explanation of Responses:

1. Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

2. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

3. Units vested on January 20, 2026.

4. Expiration Date is the same as the Date Exercisable.

	/s/ Allyson L. Bach, By Power of Attorney	01/22/2026
	** 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

Who is the insider involved in this Progressive (PGR) Form 4 filing?

The filing reports transactions by Jonathan S. Bauer, who serves as Chief Investment Officer of Progressive Corp.

What equity award activity did Jonathan S. Bauer report for Progressive (PGR)?

On January 20, 2026, 4,602.284 restricted stock units vested and were exchanged for 4,602.284 Common Shares at a stated price of $0 per share.

Did the Progressive (PGR) insider dispose of any Common Shares in this Form 4?

Yes. On January 20, 2026, Bauer reported a disposition of 1,496 Common Shares at a price of $201.32 per share, coded as transaction type F.

How many Progressive (PGR) Common Shares does Jonathan S. Bauer hold after the reported transactions?

Following the transactions, Bauer reported 29,353.8 Common Shares held directly and 122.557 Common Shares held indirectly through a 401(k) Plan.

What derivative holdings does the Progressive (PGR) insider report after these transactions?

After the vesting event, Bauer reported beneficial ownership of 9,175.596 restricted stock units, each representing a contingent right to receive one Common Share.

What do the footnotes say about the Progressive (PGR) restricted stock units in this Form 4?

The footnotes state that the reported Common Shares were issued upon vesting of restricted stock unit awards, that each unit represents a right to receive one Common Share, that units vested on January 20, 2026, and that the expiration date is the same as the date exercisable.