[Form 4] PROGRESSIVE CORP/OH/ Insider Trading Activity

Rhea-AI Filing Summary

The Progressive Corporation CRM President Lori A. Niederst reported equity award activity and a related share sale. On January 20, 2026, 5,111.734 restricted stock units vested and were converted into an equal number of Progressive common shares at an exercise price of $0. To cover tax obligations on this vesting, 1,586 common shares were disposed of at a price of $201.32 per share.

After these transactions, Niederst directly owned 42,566.231 common shares of Progressive and held 9,669.326 restricted stock units representing additional contingent rights to receive common shares. She also was reported as having 209.399 common shares held indirectly through her husband's 401(k) plan.

Insights

Equity Compensation Analyst

Routine RSU vesting with tax-share sale; limited thesis impact.

The CRM President of Progressive, Lori A. Niederst, reported the vesting of 5,111.734 restricted stock units on January 20, 2026, which converted into the same number of common shares at an exercise price of $0. This is typical of long-term incentive awards where executives receive stock as part of compensation.

To satisfy tax obligations on this vesting, 1,586 common shares were disposed of at $201.32 per share under transaction code F, a standard tax-withholding mechanism rather than a discretionary open-market sale. Following the transactions, Niederst held 42,566.231 common shares directly, 9,669.326 restricted stock units, and 209.399 shares indirectly via her husband's 401(k) plan. Overall, these actions appear to be routine equity compensation events rather than a signal of a strategic change.

Insider Trade Summary

5,111.734 shares exercised/converted

Mixed 4 txns

Insider Niederst Lori A

Role CRM President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	5,111.734	$0.00	--
Exercise	Common	5,111.734	$0.00	--
Tax Withholding	Common	1,586	$201.32	$319K
holding	Common	--	--	--

Holdings After Transaction: Restricted Stock Unit — 9,669.326 shares (Direct); Common — 44,152.231 shares (Direct); Common — 209.399 shares (Indirect, Husband's 401(k) Plan)

Footnotes (1)

1. Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock. Units vested on January 20, 2026. Expiration Date is the same as the Date Exercisable.

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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^*

Niederst Lori 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CRM President

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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
Common	01/20/2026		M(1)		5,111.734	A	$0	44,152.231	D
Common	01/20/2026		F		1,586	D	$201.32	42,566.231	D
Common								209.399	I	Husband's 401(k) Plan

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	(2)	01/20/2026		M(1)			5,111.734	(3)	(4)	Common	5,111.734	$0	9,669.326	D

Explanation of Responses:

1. Represents Common Shares issued upon the vesting of restricted stock unit awards, including dividend equivalent units. This Form 4 reports the disposition of such restricted stock units in exchange for an equal number of Common Shares.

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

3. Units vested on January 20, 2026.

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

	/s/ Allyson L. Bach, By Power of Attorney	01/22/2026
	** 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.