Form 4: Charles Davis Boosts Progressive Phantom Stock via Dividend Reinvest

Rhea-AI Filing Summary

Progressive Corp. (PGR) – Form 4 filed 15 Jul 2025

Independent director Charles A. Davis disclosed two small, automatic acquisitions of derivative equity interests on 11 Jul 2025.

• 7.857 Phantom Stock Units (restricted stock) were acquired via dividend-equivalent reinvestment; each unit converts 1-for-1 into Progressive common shares.
• An additional 1.916 Phantom Stock Units were credited under the same plan the same day.
• No cash consideration was paid (exercise price reported as $0).
• Units will be settled in cash at a future date elected by the director, per plan rules.
• Post-transaction holdings stand at 19,402.3065 restricted Phantom Stock Units and 4,731.5268 regular Phantom Stock Units, all reported as directly owned.

The filing shows routine dividend reinvestment rather than an active purchase or sale of Progressive common stock, and the aggregate increase—fewer than 10 share equivalents—is immaterial relative to the company’s total shares outstanding. No Rule 10b5-1 trading plan was indicated.

Insights

Financial Analyst

TL;DR – Minor dividend-driven phantom stock credit; negligible effect on PGR valuation.

The Form 4 reflects automatic reinvestment of dividend equivalents into phantom stock units for director Charles A. Davis. Because the transactions involve less than 10 share equivalents at a zero cash cost and settle in cash rather than stock, they do not alter the company’s share count or the director’s economic exposure in a material way. Such filings are common administrative events under deferred compensation plans and carry no meaningful signaling value about management’s outlook or insider sentiment. I classify the disclosure as routine and neutral for investors.

Corporate Governance Specialist

TL;DR – Standard Section 16 compliance; governance impact is neutral.

The report demonstrates appropriate Section 16 reporting discipline by Progressive’s board member. The phantom units arise from plan mechanics, not discretionary trading, and therefore impart no governance concern or advantage. All required explanatory footnotes—1-for-1 conversion, cash settlement timing, and zero exercise price—are provided, indicating transparency. I see no red flags and no investor-relevant governance changes stemming from this filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DAVIS CHARLES A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit (rest. Stock)	7.857	$0.00	--
Grant/Award	Phantom Stock Units	1.916	$0.00	--

Holdings After Transaction: Phantom Stock Unit (rest. Stock) — 19,402.307 shares (Direct); Phantom Stock Units — 4,731.527 shares (Direct)

Footnotes (1)

1. 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.

Form 4 Insider Transactions: What Each Field Means →

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 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)
07/11/2025

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

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)	07/11/2025		A		7.857		(2)	(3)	Common	7.857	$0	19,402.3065	D
Phantom Stock Units	$0(1)	07/11/2025		A		1.916		(2)	(3)	Common	1.916	$0	4,731.5268	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/ Sarah R. D'Amore, By Power of Attorney	07/15/2025
	** 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 Charles A. Davis report for Progressive (PGR)?

He acquired 7.857 restricted Phantom Stock Units and 1.916 additional Phantom Stock Units on 11 Jul 2025.

What was the transaction date in the Form 4 filing?

The transactions were executed on 07/11/2025.

How many Phantom Stock Units does Davis hold after the transaction?

He now holds 19,402.3065 restricted units and 4,731.5268 regular Phantom Stock Units.

Was any cash paid for the Phantom Stock Units?

No. The exercise price is reported as $0; units were credited through dividend reinvestment.

Will the Phantom Stock Units convert into shares or cash?

They will be paid out in cash at the time elected by the reporting person, per plan terms.

Did the Form 4 indicate use of a Rule 10b5-1 trading plan?

The filing does not check the box indicating a Rule 10b5-1 plan.