Progressive director awarded 1,098 restricted shares

KELLY JEFFREY D reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

KELLY JEFFREY D reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corporation director Jeffrey D. Kelly received a grant of 1,098 shares of common stock as restricted stock compensation. The award was made under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan and will vest on April 9, 2027. The grant represents 60% of his compensation for the 2026-2027 board term, with the remaining 40% to be paid in cash on April 9, 2027. Following this grant, Kelly directly holds 29,546 Progressive common shares. This is a compensation-related equity award, not an open-market purchase.

Insider Trade Summary

Grant/Award: 1,098 shares

Grant/Award 1 txn

Insider KELLY JEFFREY D

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	1,098	$0.00	$0.00

Holdings After Transaction: Common — 29,546 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: 1,098 shares Grant price: $0.00 per share Post-grant holdings: 29,546 shares +3 more

6 metrics

Restricted stock grant 1,098 shares Director equity award on May 8, 2026

Grant price $0.00 per share Compensation-related award, no cash paid by director

Post-grant holdings 29,546 shares Common shares directly held after transaction

Vesting date April 9, 2027 Restricted stock vesting for 1,098-share award

Equity portion of compensation 60% restricted stock 2026-2027 director term compensation mix

Cash portion of compensation 40% cash Cash to be paid on April 9, 2027

Key Terms

Restricted stock grant, Amended and Restated 2017 Directors Equity Incentive Plan, vest, Compensation and Talent Committee, +1 more

5 terms

Restricted stock grant financial

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

A restricted stock grant is an award of company shares given to an employee or executive that cannot be sold or transferred until certain conditions are met, such as staying with the company for a set time or hitting performance goals. For investors, it signals how the company ties pay to future performance and can affect the number of shares outstanding and management’s incentives—think of it as a wrapped gift you only keep once you meet the requirements.

Amended and Restated 2017 Directors Equity Incentive Plan financial

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

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.

Compensation and Talent Committee financial

"the Compensation and Talent Committee granted a restricted stock award"

restricted stock award financial

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

A restricted stock award is company shares given to an employee or executive that cannot be sold or fully owned until certain conditions—like staying with the company for a set time or hitting performance targets—are met. Think of it as a gift that only becomes yours after you fulfill specific obligations; for investors, these awards matter because they can increase the total shares outstanding when they vest, reveal how management is being paid and motivated, and create potential selling pressure when restrictions lift.

FAQ

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

What did Progressive (PGR) director Jeffrey D. Kelly report on this Form 4?

Jeffrey D. Kelly reported receiving a grant of 1,098 shares of Progressive common stock as restricted stock compensation. The award is part of his 2026-2027 board term compensation and was granted at no cash cost to him under the company’s equity incentive plan.

Is Jeffrey D. Kelly buying or selling Progressive (PGR) shares in this filing?

He is not buying or selling shares on the market. Instead, Kelly received 1,098 restricted shares as a compensation grant. These shares are awarded by the company, rather than acquired through an open-market purchase or disposed of through a sale transaction.

When do Jeffrey D. Kelly’s new Progressive (PGR) restricted shares vest?

The 1,098 restricted shares granted to Jeffrey D. Kelly will vest on April 9, 2027. Vesting means the shares become fully owned and transferable, subject to any plan conditions. Until then, they remain restricted under the terms of the equity incentive plan.

How is Jeffrey D. Kelly’s 2026-2027 Progressive (PGR) director compensation structured?

For the 2026-2027 term, Kelly chose to receive 60% of his director compensation as restricted stock and 40% in cash. The company’s Compensation and Talent Committee granted the restricted stock award and authorized a cash payment on April 9, 2027 for the remaining portion.

How many Progressive (PGR) shares does Jeffrey D. Kelly hold after this grant?

After receiving the 1,098-share restricted stock grant, Jeffrey D. Kelly directly holds 29,546 shares of Progressive common stock. This total reflects his direct ownership position reported in the Form 4 immediately following the compensation-related equity award.

Under which plan was Jeffrey D. Kelly’s Progressive (PGR) restricted stock granted?

The restricted stock was granted under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan. This plan governs equity awards to directors and allows compensation to be delivered in restricted stock according to preferences and committee decisions.

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

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Accepted by SEC EDGAR 05/12/2026 - 11:33 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^*

KELLY JEFFREY D

(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)		1,098	A	$0	29,546	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)