Progressive (PGR) director reports 87,755-share charitable stock gift

Rhea-AI Filing Summary

A director of Progressive Corp. (PGR) reported a charitable gift of company stock. On 12/23/2025, the reporting person transferred 87,755 common shares of Progressive as a gift, coded "G". The explanation states these shares were donated to a charitable foundation for which the reporting person serves as trustee, and that the reporting person has no pecuniary interest in the shares held by the foundation.

After this transaction, the director beneficially owned 250,222 common shares directly. This filing reflects a change in how some shares are held, driven by a charitable donation, rather than an open-market sale or purchase.

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

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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^*

DAVIS CHARLES A

(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)
12/23/2025

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	12/23/2025		G(1)		87,755	D	$0	250,222	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of the Issuer's common shares that the Reporting Person donated as a gift to a charitable foundation of which the Reporting Person is trustee. The Reporting Person has no pecuniary interest in the shares held by the foundation.

	/s/ Allyson L. Bach, By Power of Attorney	12/29/2025
	** 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 shows that a director of Progressive Corp. (PGR) made a gift of 87,755 common shares of the company on 12/23/2025, reported with transaction code "G" for a gift.

Who received the 87,755 Progressive (PGR) shares reported in the Form 4 gift?

The 87,755 common shares were donated to a charitable foundation for which the reporting person is trustee. The explanation notes that the reporting person has no pecuniary interest in the shares held by the foundation.

How many Progressive (PGR) shares does the director own after the reported gift?

Following the reported transaction, the director beneficially owned 250,222 common shares of Progressive Corp., held in direct ownership form.

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

In this Form 4 for Progressive (PGR), transaction code "G" indicates a gift of securities. The table and explanation describe the transfer of 87,755 common shares as a charitable donation.

Is the reporting person a director or officer of Progressive Corp. (PGR)?

The filing identifies the reporting person as a Director of Progressive Corp. (PGR). No officer title or 10% owner status is checked in the relationship section.

Does the director still benefit economically from the gifted Progressive (PGR) shares?

The explanation states that the reporting person has no pecuniary interest in the Progressive shares held by the charitable foundation, even though the person is a trustee of that foundation.