Progressive CLO receives stock award and tax share withholding

Progressive Corp executive David M. Stringer, Vice President, Secretary and CLO, reported equity compensation activity in common shares.

Accepted by SEC EDGAR 07/28/2026 - 10:46 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Progressive Corp executive David M. Stringer, Vice President, Secretary and CLO, reported equity compensation activity in common shares. On July 24, 2026, he acquired 529.502 common shares at $0 via vesting of performance-based restricted stock unit awards granted in 2023, including dividend equivalents, and had 235 shares withheld at $211.90 per share in a transaction to satisfy exercise-price or tax-liability obligations. He also reported indirect ownership of 81.963 common shares held in a 401(k) Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Stringer David M

Role Vice Pres, Secretary and CLO

Type	Security	Shares	Price	Value
Grant/Award	Common F1	529.502	$0.00	$0.00
Exercise Price or Tax Liability	Common	235	$211.90	$50K
Holding	Common	--	--	--

Holdings After Transaction: Common — 5,033.875 shares (Direct); Common — 81.963 shares (Indirect, 401(k) Plan)

Holdings Before and After: Common, 4,739.373 to 5,033.875 shares (Direct)

Footnotes (1)

1. F1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.

Key Figures

Shares acquired via RSU vesting: 529.5020 shares Shares withheld for obligations: 235.0000 shares Indirect 401(k) holdings: 81.9630 shares

3 metrics

Shares acquired via RSU vesting 529.5020 shares Common shares issued upon vesting of 2023 performance-based restricted stock unit awards, including dividend equivalents

Shares withheld for obligations 235.0000 shares Common shares delivered or withheld at $211.9000 per share to pay exercise price or tax liability

Indirect 401(k) holdings 81.9630 shares Common shares held indirectly in a 401(k) Plan after the reported transactions

Key Terms

performance-based restricted stock unit, dividend equivalents, 401(k) Plan

3 terms

performance-based restricted stock unit financial

"vesting of performance-based restricted stock unit awards made in 2023"

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

dividend equivalents financial

"including dividend equivalents accrued since the grant date"

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.

401(k) Plan financial

"indirect ownership of shares held in a 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

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

What stock award did Progressive (PGR) executive David M. Stringer report?

David M. Stringer reported receiving 529.502 common shares of Progressive through vesting of performance-based restricted stock unit awards granted in 2023. The award also included dividend equivalents accrued since the grant date, and the shares were reported as acquired on July 24, 2026.

How many Progressive (PGR) shares were withheld from David M. Stringer for obligations?

The filing shows 235 common shares of Progressive were disposed of by withholding at $211.90 per share. This transaction is coded as satisfying an exercise-price or tax-liability obligation, meaning the shares were not sold on the open market but used to cover award-related obligations.

What type of equity awards vested for David M. Stringer at Progressive (PGR)?

The reported acquisition reflects vesting of performance-based restricted stock unit awards originally granted in 2023. The footnote explains that the 529.502 common shares issued include dividend equivalents that had accrued on the RSUs from the grant date through the vesting date.

What indirect Progressive (PGR) share holdings does David M. Stringer report?

David M. Stringer reports indirect ownership of 81.963 Progressive common shares held in a 401(k) Plan. This line is shown as a holding entry, indicating the number of shares credited to his retirement plan account after the reported transactions on July 24, 2026.

Is David M. Stringer’s reported transaction in Progressive (PGR) a market buy or sell?

The filing describes equity compensation activity rather than open-market trading. Shares were acquired through RSU vesting, and other shares were withheld to cover exercise-price or tax-liability obligations. No open-market purchase or sale transactions are reported in this Form 4.

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

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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^*

Stringer David M

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice Pres, Secretary and CLO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2026

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	07/24/2026		A(1)		529.502	A	$0	5,268.875	D
Common	07/24/2026		F		235	D	$211.9	5,033.875	D
Common								81.963	I	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

Explanation of Responses:

1. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2023, including dividend equivalents accrued since the grant date.

	/s/ Allyson L. Bach, By Power of Attorney	07/28/2026
	** 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)