PGR Form 4: Director reports dividend-equivalent phantom unit accruals

Rhea-AI Filing Summary

Progressive Corp. (PGR) director reported routine equity accruals on a Form 4. On 10/10/2025, the reporting person acquired 1.9594 Phantom Stock Units at $0 and 8.0348 Phantom Stock Unit (rest. Stock) at $0, both noted as “A” (acquired).

Following these transactions, holdings were 4,733.4861 Phantom Stock Units (direct) and 19,410.3413 Phantom Stock Unit (rest. Stock) (direct). The filing explains a 1-for-1 relationship to common stock and that these units were acquired via dividend-equivalent reinvestment, with cash payout timing determined under the plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DAVIS CHARLES A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1.959	$0.00	--
Grant/Award	Phantom Stock Unit (rest. Stock)	8.035	$0.00	--

Holdings After Transaction: Phantom Stock Units — 4,733.486 shares (Direct); Phantom Stock Unit (rest. Stock) — 19,410.341 shares (Direct)

Footnotes (1)

1. 1 for 1. 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. Expiration Date is the same as the Date Exercisable.

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
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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).

1. Name and Address of Reporting Person^*

DAVIS CHARLES A

(Last) (First) (Middle)

300 NORTH COMMONS BLVD.

(Street)

MAYFIELD VILLAGE OH 44143

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Phantom Stock Units	$0(1)	10/10/2025		A		1.9594		(2)	(3)	Common	1.9594	$0	4,733.4861	D
Phantom Stock Unit (rest. Stock)	$0(1)	10/10/2025		A		8.0348		(2)	(3)	Common	8.0348	$0	19,410.3413	D

Explanation of Responses:

1. 1 for 1.

2. 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.

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

	/s/ Allyson L. Bach, By Power of Attorney	10/14/2025
	** 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.

FAQ

What did Progressive (PGR) disclose in this Form 4?

A director acquired 1.9594 Phantom Stock Units and 8.0348 Phantom Stock Unit (rest. Stock) on 10/10/2025 at $0.

How many phantom units does the reporting person hold after the transactions?

Post-transaction holdings are 4,733.4861 Phantom Stock Units and 19,410.3413 Phantom Stock Unit (rest. Stock), each held directly.

What is the conversion relationship for the phantom units?

The filing notes a 1-for-1 relationship to common stock.

How were these phantom units acquired?

They were acquired upon the reinvestment of dividend equivalents.

How are these phantom units settled?

They will be paid out in cash at the time elected by the reporting person or as determined under the plan.

What is the transaction code for these entries?

The transactions are coded A (acquired).