Progressive Corp (PGR) director Lawton W. Fitt gains 8,654 phantom units

Rhea-AI Filing Summary

Progressive Corp (PGR) director Lawton W. Fitt reported an acquisition of derivative equity-linked compensation on January 8, 2026. The filing shows an award of 8,654.1264 Phantom Stock Units, recorded at a price of $0 per unit, reflecting a non-cash transaction tied to the company’s equity. Each unit is described as having a 1-for-1 relationship to Progressive common stock.

These Phantom Stock Units were acquired through the reinvestment of dividend equivalents and, according to the plan, will be settled in cash at a time elected by the reporting person or as otherwise determined under the plan. After this transaction, Fitt’s total beneficial holdings in these derivative units increased to 143,890.7594 Phantom Stock Units, held in direct form.

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
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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^*

FITT LAWTON W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/08/2026

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

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
Phantom Stock Unit (rest. Stock)	$0(1)	01/08/2026		A		8,654.1264		(2)	(3)	Common	8,654.1264	$0	143,890.7594	D

Explanation of Responses:

1. 1 for 1

2. 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.

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

	/s/ Allyson L. Bach, By Power of Attorney	01/12/2026
	** 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.

FAQ

What insider transaction did Progressive Corp (PGR) disclose in this Form 4?

The filing reports that director Lawton W. Fitt acquired 8,654.1264 Phantom Stock Units of Progressive Corp on January 8, 2026 as a derivative equity-linked award.

How many Progressive Corp (PGR) Phantom Stock Units does the director hold after this transaction?

Following the reported transaction, Lawton W. Fitt beneficially owns 143,890.7594 Phantom Stock Units related to Progressive Corp, held in direct form.

Was the Progressive Corp (PGR) insider transaction a cash purchase or a non-cash award?

The transaction was recorded at a price of $0 per unit, indicating it was a non-cash award of Phantom Stock Units rather than an open-market purchase.

What does 1-for-1 mean for the Phantom Stock Units reported by Progressive Corp (PGR)?

The footnotes state "1 for 1", which indicates each Phantom Stock Unit corresponds on a one-for-one basis to Progressive common stock for value measurement purposes.

How are the Phantom Stock Units for Progressive Corp (PGR) settled for the director?

The footnotes explain that these Phantom Stock Units, acquired through reinvestment of dividend equivalents, will be paid out in cash at a time elected by the reporting person or as otherwise provided in the plan.

Who is the reporting person in this Progressive Corp (PGR) Form 4 filing and what is their role?

The reporting person is Lawton W. Fitt, who is listed as a director of Progressive Corp and filed the Form 4 as one reporting person.