Progressive (PGR) director defers restricted shares into phantom stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Progressive Corp (PGR) director Philip Bleser reported routine compensation-related equity transactions involving phantom stock units. On April 10, he received 739.0000 Phantom Stock Units and an additional 12.7120 units from dividend-equivalent reinvestment, all at a stated price of $0.0000 per unit.

According to the disclosures, he elected to defer previously granted restricted Common Shares at vesting, disposing of 739.0000 Common Shares to the issuer in exchange for an equal number of deferred compensation units on a 1-for-1 basis. Following these awards, his phantom stock unit balance increased to 25,012.0954 units. The filing notes that some units will be paid out in cash and others in an equal number of Common Shares at times specified under the applicable deferred compensation plans.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Bleser Philip

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	12.712	$0.00	--
Grant/Award	Phantom Stock Unit (rest. Stock)	739	$0.00	--
Disposition	Common	739	$0.00	--

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 24,273.095 shares (Direct); Common — 0 shares (Direct)

Footnotes (1)

The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan. 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. These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.

Key Figures

Phantom units from deferred shares: 739.0000 units Dividend-equivalent phantom units: 12.7120 units Common Shares disposed: 739.0000 shares +3 more

6 metrics

Phantom units from deferred shares 739.0000 units Phantom Stock Units granted for deferred restricted Common Shares on April 10

Dividend-equivalent phantom units 12.7120 units Units acquired via reinvestment of dividend equivalents

Common Shares disposed 739.0000 shares Common Shares returned to issuer in exchange for phantom units

Phantom units after transactions 25,012.0954 units Total phantom stock unit balance following April 10 awards

Conversion ratio 1 for 1 Each phantom unit corresponds to one Progressive Common Share

Transaction price per unit $0.0000 Stated price for phantom stock unit transactions

Key Terms

Phantom Stock Unit, deferred compensation plan, dividend equivalents, Disposition to issuer, +1 more

5 terms

Phantom Stock Unit financial

"Phantom Stock Unit (rest. Stock)"

deferred compensation plan financial

"units under the applicable deferred compensation plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

dividend equivalents financial

"acquired upon the reinvestment of dividend equivalents"

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.

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

restricted Common Shares financial

"defer receipt of previously granted restricted Common Shares"

Restricted common shares are company stock that cannot be freely sold or transferred until certain conditions are met, such as time-based vesting, performance targets, or regulatory clearance. For investors, they matter because they reduce the number of shares available to trade today but can increase supply later, affecting share price, liquidity and potential dilution — like a stash of coupons that can't be used until a future date.

Form 4 Insider Transactions: What Each Field Means →

04/14/2026 - 11:34 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^*

Bleser Philip

(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)
04/10/2026

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	04/10/2026		D		739	D	$0⁽¹⁾	0	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)
Phantom Stock Unit (rest. Stock)	⁽²⁾	04/10/2026		A		12.712		⁽³⁾	⁽⁴⁾	Common	12.712	$0	24,273.0954	D
Phantom Stock Unit (rest. Stock)	⁽²⁾	04/10/2026		A		739		⁽⁵⁾	⁽⁴⁾	Common	739	$0	25,012.0954	D

Explanation of Responses:

1. The reporting person elected to defer receipt of previously granted restricted Common Shares upon vesting thereof. This Form 4 reports the disposition of such restricted shares in exchange for an equal number of units under the applicable deferred compensation plan.

2. 1 for 1

3. 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.

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

5. These units will be paid out in an equal number of Common Shares at the time elected by the reporting person or at such other time determined in accordance with the plan.

	/s/ Allyson L. Bach, By Power of Attorney	04/14/2026
	** 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 insider transactions did Progressive (PGR) director Philip Bleser report?

Philip Bleser reported compensation-related transactions: he disposed of 739.0000 Common Shares to the issuer and received 739.0000 Phantom Stock Units plus 12.7120 additional units. These moves reflect deferred compensation elections, not open-market buying or selling of Progressive shares.

How many phantom stock units did Philip Bleser acquire in this Progressive (PGR) Form 4?

Bleser acquired 739.0000 Phantom Stock Units tied to deferred restricted shares and 12.7120 units from dividend-equivalent reinvestment. Together, these awards increased his phantom stock unit holdings to 25,012.0954 units, all linked to Progressive common stock on a 1-for-1 basis under company plans.

What does the disposition of 739 Common Shares mean in the Progressive (PGR) Form 4?

The filing shows Bleser disposed of 739.0000 Common Shares back to the issuer in a non-market transaction. Per the footnote, those restricted shares were exchanged on a 1-for-1 basis for an equal number of phantom stock units under Progressive’s deferred compensation plan.

When will Philip Bleser’s Progressive (PGR) phantom stock units be paid out?

The phantom stock units are scheduled to be paid out at times specified under the plans. Some units, including those from dividend equivalents, will be paid in cash, while others will be settled in an equal number of Common Shares, based on elections and plan terms.

Are Philip Bleser’s Progressive (PGR) transactions open-market trades?

No, the reported Form 4 transactions are not open-market trades. They involve a disposition of restricted Common Shares to the issuer and the receipt of phantom stock units under deferred compensation plans, which are compensation and deferral mechanisms rather than market purchases or sales.