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Progressive (PGR) director defers shares into new phantom stock unit awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PROGRESSIVE CORP/OH/ director Charles A. Davis reported compensation-related equity adjustments. On April 10, 2026, he received grants of phantom stock units tied to Progressive common shares and simultaneously returned an equal number of common shares to the company.

He acquired 2.5610 Phantom Stock Units and 1,248.0000 and 11.1362 Phantom Stock Units (restricted stock) through plan awards and dividend equivalent reinvestment. A related disposition of 1,248.0000 common shares back to the issuer reflects his election to defer previously granted restricted shares into the deferred compensation plan, rather than an open-market sale.

Positive

  • None.

Negative

  • None.

Insights

Routine deferred compensation; no open-market trading signal.

Director Charles A. Davis elected to defer previously vested restricted common shares into phantom stock units under a deferred compensation plan. The filing shows grants of units with a 1-for-1 relationship to Progressive common shares, but no cash-paid purchases or market sales.

A matching 1,248 common-share disposition to the issuer reflects this exchange, not a sale into the market. Following these transactions, Davis directly holds 248,974 common shares plus two phantom unit balances. This pattern is typical of long-term incentive and deferral structures and does not materially change the investment thesis.

Insider DAVIS CHARLES A
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Units 2.561 $0.00 --
Grant/Award Phantom Stock Unit (rest. Stock) 1,248 $0.00 --
Grant/Award Phantom Stock Unit (rest. Stock) 11.136 $0.00 --
Disposition Common 1,248 $0.00 --
Holdings After Transaction: Phantom Stock Units — 5,038.955 shares (Direct); Phantom Stock Unit (rest. Stock) — 21,900.457 shares (Direct); Common — 248,974 shares (Direct)
Footnotes (1)
  1. The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan. 1 for 1 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. Expiration Date is the same as the Date Exercisable. These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.
Phantom Stock Units granted 2.5610 units Phantom Stock Units award on April 10, 2026
Restricted Phantom Units from deferral 1,248.0000 units Deferral of vested restricted common shares
Dividend-equivalent Phantom Units 11.1362 units Acquired via dividend equivalent reinvestment
Common shares disposed to issuer 1,248.0000 shares Disposition to issuer tied to deferral election
Common shares after transaction 248,974.0000 shares Direct holdings following April 10, 2026 activity
Phantom Stock Units balance 5,038.9546 units Total Phantom Stock Units after grant
Restricted Phantom Units balance 21,911.5931 units Phantom Stock Unit (restricted stock) after grants
Phantom Stock Units financial
"The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof."
Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.
deferred compensation plan financial
"in exchange for an equal number of units under the applicable deferred compensation plan."
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
dividend equivalents financial
"These units, which were acquired upon the reinvestment of dividend equivalents, will be paid out in cash"
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.
restricted Common Shares financial
"defer receipt of previously granted restricted Common Shares upon vesting thereof."
Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.
disposition to issuer financial
"This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
DAVIS CHARLES A
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common04/10/2026D1,248D$0(1)248,974D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units(2)04/10/2026A2.561 (3) (4)Common2.561$05,038.9546D
Phantom Stock Unit (rest. Stock)(2)04/10/2026A1,248 (5) (4)Common1,248$021,900.4569D
Phantom Stock Unit (rest. Stock)(2)04/10/2026A11.1362 (3) (4)Common11.1362$021,911.5931D
Explanation of Responses:
1. The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.
2. 1 for 1
3. 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.
4. Expiration Date is the same as the Date Exercisable.
5. These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.
/s/ Allyson L. Bach, By Power of Attorney04/14/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Progressive (PGR) director Charles A. Davis report in this Form 4?

Charles A. Davis reported routine equity compensation activity, receiving phantom stock unit awards and exchanging previously granted restricted common shares for deferred units. The transactions adjust how his compensation is held, without any open-market purchases or sales of Progressive common stock.

How many Progressive (PGR) phantom stock units did Charles A. Davis acquire?

Davis acquired 2.5610 Phantom Stock Units and 1,248.0000 and 11.1362 Phantom Stock Units (restricted stock). These units mirror Progressive common shares on a 1-for-1 basis under the deferred compensation plan, aligning his incentives with shareholders over the long term.

Did Charles A. Davis sell Progressive (PGR) shares in the open market?

He did not report any open-market sales. The Form 4 shows a disposition of 1,248.0000 common shares to the issuer, tied to his election to defer previously granted restricted shares into phantom stock units, rather than selling shares to outside investors.

How many Progressive (PGR) common shares does Charles A. Davis hold after these transactions?

After the reported transactions, Davis directly holds 248,974.0000 Progressive common shares. He also holds phantom stock unit balances under the deferred compensation plan, which track the value of additional common shares for his long-term compensation.

What is the significance of the phantom stock units reported for Progressive (PGR)?

The phantom stock units represent deferred compensation that tracks Progressive’s common share value. Some units came from deferring vested restricted shares, and others from dividend equivalent reinvestment. They are settled later in cash or shares, aligning compensation with company performance over time.

Were dividend equivalents involved in Charles A. Davis’s Progressive (PGR) Form 4 transactions?

Yes. Footnotes state that certain phantom stock units were acquired through reinvestment of dividend equivalents. These units will be paid in cash at a time elected by Davis or as specified under Progressive’s deferred compensation plan.