[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

Progressive Corporation (PGR) – Form 4 insider filing

President & CEO Susan Patricia Griffith reported two gift (Code G) transactions dated 07/07/2025, executed pursuant to a Rule 10b5-1 trading plan adopted on 03/30/2025.

• 2,285 common shares gifted from her direct holdings.
• 2,715 common shares gifted from indirect holdings in her husband’s trust.

No cash consideration was received (price $0). After the transfers, Griffith’s beneficial ownership stands at 476,285.601 shares held directly, 53,737.096 shares held indirectly via her husband’s trust, plus 15,757.628 shares in a 401(k) plan and 19,108 shares held by her spouse. The filing reflects a redistribution of shares within the family estate rather than an open-market sale.

Positive

• Gift transactions (Code G) indicate no open-market selling pressure or profit-taking by the CEO.
• Execution under a disclosed Rule 10b5-1 plan enhances transparency and regulatory compliance.

Negative

• Slight reduction in CEO’s direct and indirect share count modestly lowers insider ownership levels.

Insights

Securities Analyst

TL;DR: Gift transactions under 10b5-1; negligible market impact, neutral signal.

The Form 4 shows that CEO Susan Griffith transferred a combined 5,000 shares as gifts—2,285 directly and 2,715 via her husband’s trust—at a stated price of $0. Because the transfers are coded “G,” they do not represent open-market sales and therefore do not increase selling pressure on PGR shares. Griffith still controls more than 476 thousand shares directly, indicating continued alignment with shareholders. The pre-disclosed 10b5-1 plan adds transparency and lowers regulatory risk. Overall, the event is routine and should be viewed as neutral from a valuation standpoint.

Corporate Governance Expert

TL;DR: Routine insider gift; transparent due to 10b5-1 plan, governance impact minimal.

Gifts coded under Rule 10b5-1 demonstrate adherence to best-practice governance, as the CEO pre-committed to the transaction on 03/30/2025. The absence of cash consideration means there is no monetary gain, and the modest size relative to her remaining stake minimises any concern about diminished alignment. Indirect holdings remain substantial through both a spouse’s trust and retirement plan. Given the clear disclosure and limited magnitude, the filing has no material governance implications and is classified as neutral.

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).

X

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^*

Griffith Susan Patricia

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2025

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	07/07/2025		G(1)		2,285	D	$0	476,285.601	D
Common	07/07/2025		G(1)		2,715	D	$0	53,737.096	I	Husband's Trust(2)
Common								15,757.628	I	401(k) Plan
Common								19,108	I	Husband's Common

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. This transaction reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of March 30, 2025.

2. Held in a trust for the benefit of reporting person's spouse.

	/s/ Sarah R. D'Amore, By Power of Attorney	07/09/2025
	** 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 type of transaction did Progressive (PGR) report on this Form 4?

The filing discloses two gift (Code G) transactions of common shares.

How many PGR shares were transferred by CEO Susan Griffith on 07/07/2025?

A total of 2,285 shares were gifted from direct holdings and 2,715 shares from indirect holdings.

Was the transaction executed under a Rule 10b5-1 plan?

Yes. The gifts were made pursuant to a 10b5-1 plan adopted on 03/30/2025.

How many Progressive shares does the CEO hold after the reported transactions?

She holds 476,285.601 shares directly and 53,737.096 shares indirectly via her husband’s trust, plus additional shares in a 401(k) and her spouse’s account.

Did the CEO receive any cash for the transferred shares?

No. The price per share was $0, confirming the transfers were gifts.