Progressive director receives 1,207-share stock grant

Craig Pamela J. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Craig Pamela J. reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corporation director Pamela J. Craig received a grant of 1,207 shares of common stock as equity compensation. The award consists of restricted stock granted under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan and will vest on April 9, 2027.

This grant represents 60% of her compensation for the 2026-2027 board term, with the remaining 40% to be paid in cash on April 9, 2027, based on her elected mix. Following this award, she holds 8,956 common shares directly.

Insider Trade Summary

Grant/Award: 1,207 shares

Grant/Award 1 txn

Insider Craig Pamela J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	1,207	$0.00	$0.00

Holdings After Transaction: Common — 8,956 shares (Direct)

Footnotes (1)

1. F1. Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and which will vest on April 9, 2027. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2026-2027 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 60% restricted stock and 40% cash. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 60% of the reporting person's compensation for the 2026-2027 term, and authorized a cash payment on April 9, 2027, for the remaining 40% of the reporting person's compensation.

Key Figures

Restricted stock grant: 1,207 shares Shares held after grant: 8,956 shares Vesting date: April 9, 2027 +2 more

5 metrics

Restricted stock grant 1,207 shares Common stock awarded on May 8, 2026

Shares held after grant 8,956 shares Total direct common shares following transaction

Vesting date April 9, 2027 Restricted stock vesting date

Equity portion of compensation 60% Director compensation for 2026-2027 term in restricted stock

Cash portion of compensation 40% Director compensation for 2026-2027 term paid in cash

Key Terms

restricted stock, Amended and Restated 2017 Directors Equity Incentive Plan, Compensation and Talent Committee, vest

4 terms

restricted stock financial

"Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Amended and Restated 2017 Directors Equity Incentive Plan financial

"Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

Compensation and Talent Committee financial

"the Compensation and Talent Committee granted a restricted stock award representing 60% of the reporting person's compensation"

vest financial

"and which will vest on April 9, 2027"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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

What did Progressive (PGR) director Pamela J. Craig report in this Form 4?

Pamela J. Craig reported receiving 1,207 shares of Progressive common stock as a restricted stock grant. The award is part of her director compensation for the 2026-2027 term and was issued at no cash cost to her.

Is Pamela J. Craig buying or selling Progressive (PGR) stock in this filing?

She is not buying or selling shares on the open market. The Form 4 shows a grant of 1,207 restricted shares as equity compensation, classified as a grant, award, or other acquisition rather than a discretionary purchase or sale.

When do Pamela J. Craig’s newly granted Progressive (PGR) restricted shares vest?

The 1,207 restricted shares granted to Pamela J. Craig will vest on April 9, 2027. Vesting means the restrictions lapse on that date, and she fully owns the shares, assuming any applicable service conditions are satisfied.

How is Pamela J. Craig’s 2026-2027 Progressive (PGR) director compensation structured?

For the 2026-2027 term, Progressive allowed directors to choose between 100% restricted stock or 60% restricted stock and 40% cash. Craig chose 60% stock and 40% cash, and the reported grant reflects the stock portion of that mix.

How many Progressive (PGR) shares does Pamela J. Craig hold after this transaction?

After the restricted stock grant of 1,207 shares, Pamela J. Craig holds 8,956 Progressive common shares directly. This figure includes the newly awarded restricted shares reported in the Form 4 filing.

What role did the Compensation and Talent Committee play in Pamela J. Craig’s grant?

The Compensation and Talent Committee granted the restricted stock award representing 60% of Craig’s 2026-2027 director compensation and authorized a related cash payment on April 9, 2027, reflecting the remaining 40% of her compensation.

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

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Accepted by SEC EDGAR 05/12/2026 - 11:13 AM EDT Learn about SEC filing dates

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^*

Craig Pamela 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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	05/08/2026		A(1)		1,207	A	$0	8,956	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. Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, and which will vest on April 9, 2027. The Progressive Corporation allowed each director to indicate his or her preference to receive compensation for the 2026-2027 term in the form of 100% restricted stock or 60% restricted stock and 40% cash. The reporting person indicated a preference to receive compensation in the form of 60% restricted stock and 40% cash. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 60% of the reporting person's compensation for the 2026-2027 term, and authorized a cash payment on April 9, 2027, for the remaining 40% of the reporting person's compensation.

	/s/ Allyson L. Bach, By Power of Attorney	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)