Progressive (PGR) CHRO adds RSUs through dividend-equivalent grant

Rhea-AI Filing Summary

Progressive Corp (PGR) Chief Human Resources Officer William L. Clawson II received a small additional equity award in the form of Restricted Stock Units (RSUs). On the reported date, he acquired 5.945 RSUs through the reinvestment of dividend equivalents, with no cash price per unit.

Each RSU represents a contingent right to receive one common share of Progressive’s stock. These new units will vest at the same time as the underlying RSUs to which they relate. After this grant, Clawson directly holds a total of 11,696.457 RSUs.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Clawson William L. II

Role Chief Human Resources Officer

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Unit	5.945	$0.00	--

Holdings After Transaction: Restricted Stock Unit — 11,696.457 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock. These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate. Expiration Date is the same as the Date Exercisable.

Key Figures

RSUs granted: 5.945 units RSU holdings after transaction: 11,696.457 units RSU grant price: $0.0000 per unit +1 more

4 metrics

RSUs granted 5.945 units Restricted Stock Units acquired via dividend equivalents on the transaction date

RSU holdings after transaction 11,696.457 units Total Restricted Stock Units directly held after the grant

RSU grant price $0.0000 per unit Grant/award acquisition, no cash paid for RSUs

Underlying common shares 5.945 shares Each RSU represents one common share when vested

Key Terms

Restricted Stock Unit, dividend equivalents, contingent right, vest

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit represents a contingent right to receive one Common Share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

dividend equivalents financial

"These units, which were acquired upon the reinvestment of dividend equivalents, will vest"

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.

contingent right financial

"Each Restricted Stock Unit represents a contingent right to receive one Common Share"

vest financial

"These units, which were acquired upon the reinvestment of dividend equivalents, will vest"

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.

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^*

Clawson William L. II

(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 Human Resources Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

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

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	(1)	04/10/2026		A		5.945		(2)	(3)	Common	5.945	$0	11,696.457	D

Explanation of Responses:

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

2. These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate.

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

	/s/ Allyson L. Bach, By Power of Attorney	04/14/2026
	** 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)

FAQ

What insider transaction did PGR executive William L. Clawson II report?

William L. Clawson II reported receiving 5.945 Restricted Stock Units. These units were acquired automatically through the reinvestment of dividend equivalents and involve no cash payment, representing an incremental increase in his stock-based compensation position.

How many Restricted Stock Units does the PGR executive hold after this Form 4?

After the reported transaction, William L. Clawson II holds 11,696.457 Restricted Stock Units. This total reflects his updated direct position in RSUs following the 5.945 units granted via dividend equivalent reinvestment on the transaction date.

What does each Progressive (PGR) Restricted Stock Unit represent?

Each Restricted Stock Unit reported by the executive represents a contingent right to receive one common share of Progressive’s stock. The actual shares are delivered only when the RSUs vest according to the company’s equity compensation terms.

Why did William L. Clawson II receive 5.945 additional RSUs at Progressive?

The 5.945 additional RSUs were acquired through the reinvestment of dividend equivalents linked to existing RSUs. These dividend-equivalent units accumulate automatically and are designed to mirror cash dividends paid on Progressive’s common shares for outstanding RSU awards.

When will the new PGR RSUs received by the executive vest?

The newly acquired 5.945 RSUs will vest at the same time as the original Restricted Stock Units to which they relate. This means their vesting schedule is tied directly to the vesting dates of the underlying RSU award.