Progressive director defers 781 shares into units

Progressive Corp (PGR) director Pamela J. Craig reported routine equity compensation deferrals and related adjustments.

Rhea-AI Filing Summary

Progressive Corp (PGR) director Pamela J. Craig reported routine equity compensation deferrals and related adjustments. She disposed of 781 Common Shares back to the issuer in exchange for 781 Phantom Stock Units under a deferred compensation plan, on a 1-for-1 basis. She also received 3.5839 additional Phantom Stock Units through reinvested dividend equivalents. After these transactions, she holds 7,749 Common Shares directly and 7,051.6292 Phantom Stock Units, which will be settled later in either Common Shares or cash in accordance with the plan. No open-market buying or selling occurred; the activity reflects compensation deferral and dividend reinvestment mechanics.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Craig Pamela J.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	781	$0.00	$0.00
Grant/Award	Phantom Stock Unit (rest. Stock)	3.5839	$0.00	$0.00
Disposition	Common	781	$0.00	$0.00

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 7,051.6292 contracts (Direct); Common — 7,749 shares (Direct)

Footnotes (5)

1. F1. 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. F2. 1 for 1
3. F3. 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.
4. F4. Expiration Date is the same as the Date Exercisable.
5. F5. 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.

Key Figures

Common Shares disposed to issuer: 781 shares Phantom Stock Units from deferred shares: 781 units Phantom Stock Units from dividend equivalents: 3.5839 units +3 more

6 metrics

Common Shares disposed to issuer 781 shares Disposition to issuer in exchange for deferred units on 2026-04-10

Phantom Stock Units from deferred shares 781 units 1-for-1 exchange for previously granted restricted Common Shares

Phantom Stock Units from dividend equivalents 3.5839 units Units acquired via reinvestment of dividend equivalents

Phantom Stock Units after transactions 7,051.6292 units Total Phantom Stock Units following 2026-04-10 awards

Common Shares after disposition 7,749 shares Direct Common Share holdings after 781-share disposition

Conversion ratio 1 for 1 Each Phantom Stock Unit corresponds to one Common Share for payout

Key Terms

Phantom Stock Unit, deferred compensation plan, dividend equivalents, disposition to issuer

4 terms

Phantom Stock Unit financial

"Phantom Stock Unit (rest. Stock)"

deferred compensation plan financial

"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

"acquired upon the reinvestment of dividend equivalents"

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.

disposition to issuer financial

"transaction_action": "issuer disposition""

FAQ

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

What insider transactions did Progressive (PGR) director Pamela J. Craig report?

Pamela J. Craig reported exchanging 781 previously granted restricted Common Shares for 781 Phantom Stock Units and receiving 3.5839 additional units from dividend reinvestment. The 781 Common Shares were disposed to the issuer, reflecting compensation deferral rather than an open-market sale.

Did Pamela J. Craig buy or sell Progressive (PGR) stock on the open market?

She did not buy or sell shares on the open market. The Form 4 shows a disposition of 781 Common Shares to the issuer in exchange for deferred Phantom Stock Units and a small grant of additional units from dividend equivalents under the compensation plan.

How many Progressive (PGR) Phantom Stock Units does Pamela J. Craig now hold?

After the reported transactions, she holds 7,051.6292 Phantom Stock Units. These units were created by deferring restricted shares and through dividend reinvestments, and will be paid out later in either Common Shares or cash according to the plan’s terms.

How many Progressive (PGR) Common Shares does Pamela J. Craig hold after these transactions?

Following the Form 4 activity, she directly holds 7,749 Common Shares. The 781 restricted shares that vested were exchanged for an equal number of Phantom Stock Units as part of a deferred compensation election, rather than being sold in the market.

What are Phantom Stock Units in the Progressive (PGR) compensation plan?

Phantom Stock Units are deferred compensation units tied to Progressive’s Common Shares. In this case, 781 units were received for 781 restricted shares on a 1-for-1 basis and additional units came from dividend equivalents, with future payout in cash or shares per the plan.

How are dividend equivalents treated in Pamela J. Craig’s Progressive (PGR) plan?

Dividend equivalents are reinvested into additional units, here creating 3.5839 Phantom Stock Units. According to the footnotes, these specific units will be paid out in cash at a time elected by the reporting person or otherwise determined under the plan.

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

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Accepted by SEC EDGAR 04/14/2026 - 11:37 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)
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
Common	04/10/2026		D		781	D	$0(1)	7,749	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
Phantom Stock Unit (rest. Stock)	(2)	04/10/2026		A		781		(3)	(4)	Common	781	$0	7,048.0453	D
Phantom Stock Unit (rest. Stock)	(2)	04/10/2026		A		3.5839		(5)	(4)	Common	3.5839	$0	7,051.6292	D

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 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.

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

5. 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.

	/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)