Progressive (PGR) CMO gets 1,111.684 shares from RSU vesting

Rhea-AI Filing Summary

Progressive Corp. Chief Marketing Officer Maribel Pumarejo reported routine equity compensation activity. On January 20, 2026, 1,111.684 restricted stock units vested and were converted into the same number of Common Shares at an exercise price of $0. To cover tax withholding obligations, 373 Common Shares were disposed of at $201.32 per share, leaving 738.684 Common Shares held directly after the transactions.

Following the vesting, Pumarejo also continued to hold 5,082.705 restricted stock units directly, each representing the right to receive one Common Share. In addition, 1,048.544 Common Shares were held indirectly through a 401(k) Plan. The filing reflects compensation-related vesting and associated tax share withholding rather than an open-market discretionary stock sale.

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

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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^*

Pumarejo Maribel

(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)
	Chief Marketing Oficer

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)		1,111.684	A	$0	1,111.684	D
Common	01/20/2026		F		373	D	$201.32	738.684	D
Common								1,048.544	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
Restricted Stock Unit	$0(2)	01/20/2026		M(1)			1,111.684	(3)	(4)	Common	1,111.684	$0	5,082.705	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).
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FAQ

What insider transaction did Progressive (PGR) report for Maribel Pumarejo?

Progressive (PGR) disclosed that Chief Marketing Officer Maribel Pumarejo had 1,111.684 restricted stock units vest on January 20, 2026, converting into the same number of Common Shares, with part of the shares withheld to cover taxes.

How many Progressive (PGR) shares were withheld for taxes in this Form 4?

The filing shows that 373 Common Shares of Progressive (PGR) were disposed of at $201.32 per share in a transaction coded "F", indicating shares withheld to satisfy tax obligations related to the vesting.

How many Progressive (PGR) shares does Maribel Pumarejo hold after the reported transactions?

After the reported transactions, Maribel Pumarejo held 738.684 Common Shares directly and 1,048.544 Common Shares indirectly through a 401(k) Plan, as well as 5,082.705 restricted stock units directly.

What does the RSU transaction code "M" mean in the Progressive (PGR) Form 4?

The transaction code "M" indicates the exercise or conversion of derivative securities. Here it reflects restricted stock units being converted into 1,111.684 Common Shares of Progressive (PGR) at an exercise price of $0.

Are the Progressive (PGR) transactions by Maribel Pumarejo open-market stock sales?

The filing shows compensation-related vesting of restricted stock units and a tax withholding transaction coded "F". It does not show a discretionary open-market sale of Progressive (PGR) shares by Maribel Pumarejo.

What do the restricted stock units in the Progressive (PGR) Form 4 represent?

Each Restricted Stock Unit represents a contingent right to receive one Common Share of Progressive (PGR). The units reported in this Form 4 vested on January 20, 2026, resulting in the issuance of Common Shares.