Progressive (NYSE: PGR) director takes full 2026-27 pay in 1,959 restricted shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

DAVIS CHARLES A reported acquisition or exercise transactions in this Form 4 filing.

Progressive Corporation director Charles A. Davis received an award of 1,959 shares of common stock as restricted stock compensation. The grant represents 100% of his compensation for the 2026-2027 director term under Progressive’s Amended and Restored 2017 Directors Equity Incentive Plan and will vest on April 9, 2027. Following this award, Davis directly holds 250,933 Progressive common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DAVIS CHARLES A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common	1,959	$0.00	--

Holdings After Transaction: Common — 250,933 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 1,959 shares Post-transaction holdings: 250,933 shares Grant price per share: $0.0000 per share +1 more

4 metrics

Restricted stock grant 1,959 shares Director equity compensation for 2026-2027 term

Post-transaction holdings 250,933 shares Common shares held directly after grant

Grant price per share $0.0000 per share Non-cash restricted stock award

Vesting date April 9, 2027 Scheduled vesting for restricted stock grant

Key Terms

Restricted stock grant, Amended and Restated 2017 Directors Equity Incentive Plan, Compensation and Talent Committee

3 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

"Restricted stock grant made pursuant to The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan"

Compensation and Talent Committee financial

"the Compensation and Talent Committee granted a restricted stock award representing 100% of the reporting person's compensation"

Form 4 Insider Transactions: What Each Field Means →

05/12/2026 - 11:15 AM

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^*

DAVIS CHARLES A

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	05/08/2026		A⁽¹⁾		1,959	A	$0	250,933	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Progressive (PGR) director Charles A. Davis report in this Form 4?

Charles A. Davis reported receiving a grant of 1,959 restricted shares of Progressive common stock. The award was granted at no cash cost to him and reflects equity compensation for his 2026-2027 board service term under the company’s directors equity incentive plan.

How many Progressive (PGR) shares does Charles A. Davis now hold?

After the reported restricted stock grant, Charles A. Davis directly holds 250,933 Progressive common shares. This total includes the newly awarded 1,959 restricted shares, which are subject to vesting conditions tied to his 2026-2027 director compensation arrangement.

When do the new restricted shares for Progressive (PGR) director Charles A. Davis vest?

The 1,959 restricted shares granted to Charles A. Davis are scheduled to vest on April 9, 2027. Vesting means the shares fully belong to him at that date, assuming applicable service or other conditions in the directors equity incentive plan are satisfied.

What compensation choice did Progressive (PGR) offer directors for the 2026-2027 term?

Progressive allowed each director to choose 100% restricted stock, or 60% restricted stock and 40% cash for 2026-2027 compensation. Charles A. Davis chose 100% restricted stock, leading to a grant of 1,959 restricted shares instead of receiving any cash component.

Which plan governs the restricted stock grant to Progressive (PGR) director Charles A. Davis?

The restricted stock grant to Charles A. Davis was made under The Progressive Corporation Amended and Restated 2017 Directors Equity Incentive Plan. This plan sets the terms for equity-based compensation granted to directors, including the number of shares and vesting schedule.