Progressive director granted 1,856 restricted shares

Van Dyke Kahina reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Van Dyke Kahina reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corporation director Kahina Van Dyke received a grant of 1,856 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 represents 100% of her compensation for the 2026-2027 board term.

The restricted stock will vest on April 9, 2027, meaning she must remain in service through that date to fully earn the shares. Following this grant, she directly holds 14,285 common shares of Progressive, and no cash was paid for the award.

Insider Trade Summary

Grant/Award: 1,856 shares

Grant/Award 1 txn

Insider Van Dyke Kahina

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common	1,856	$0.00	$0.00

Holdings After Transaction: Common — 14,285 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 100% restricted stock. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation for the 2026-2027 term.

Key Figures

Restricted stock grant: 1,856 shares Shareholdings after grant: 14,285 shares Grant price per share: $0.0000 per share +2 more

5 metrics

Restricted stock grant 1,856 shares Director equity award for 2026-2027 term

Shareholdings after grant 14,285 shares Total common shares directly held after transaction

Grant price per share $0.0000 per share Equity compensation, no cash paid by director

Vesting date April 9, 2027 Restricted stock vesting for 1,856-share award

Transaction date May 8, 2026 Date of restricted stock award

Key Terms

restricted stock grant, Amended and Restated 2017 Directors Equity Incentive Plan, restricted stock award, vest

4 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"

restricted stock award financial

"the Compensation and Talent Committee granted a restricted stock award representing 100% 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.

vest financial

"Restricted stock grant ... 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 insider transaction did Progressive (PGR) report for Kahina Van Dyke?

Progressive reported that director Kahina Van Dyke received 1,856 shares of common stock as a restricted stock grant. The award is part of her compensation for the 2026-2027 board term and was granted at no cash cost to her.

How many Progressive (PGR) shares were granted to director Kahina Van Dyke?

Kahina Van Dyke received a restricted stock grant of 1,856 Progressive common shares. This award represents 100% of her compensation for the 2026-2027 director term under the company’s Amended and Restated 2017 Directors Equity Incentive Plan.

When do Kahina Van Dyke’s restricted Progressive (PGR) shares vest?

The 1,856 restricted shares granted to Kahina Van Dyke will vest on April 9, 2027. She generally must continue serving through that date to fully earn the shares, aligning the equity award with her 2026-2027 director term.

What is Kahina Van Dyke’s Progressive (PGR) shareholding after this Form 4?

After the restricted stock grant, Kahina Van Dyke directly holds 14,285 Progressive common shares. This total includes the newly awarded 1,856 restricted shares reported in the Form 4 insider filing for the 2026-2027 director compensation term.

How did Progressive (PGR) structure director pay for the 2026-2027 term?

Progressive allowed directors to choose 100% restricted stock or 60% restricted stock and 40% cash. Kahina Van Dyke chose 100% stock, and the Compensation and Talent Committee granted a restricted stock award covering all compensation for the 2026-2027 term.

Under which plan was Kahina Van Dyke’s restricted stock grant at Progressive (PGR) made?

The 1,856-share restricted stock grant to Kahina Van Dyke was made under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan, which governs equity-based compensation for directors, including stock awards tied to their board service terms.

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

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Accepted by SEC EDGAR 05/12/2026 - 11:30 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^*

Van Dyke Kahina

(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)		1,856	A	$0	14,285	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 100% restricted stock. After considering such preference, the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation for the 2026-2027 term.

	/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)