[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

AeroVironment, Inc. (NASDAQ: AVAV) filed an 8-K to report the closing of the underwriters’ full exercise of the 15% over-allotment option related to its July 3, 2025 common-stock offering. On July 15, 2025 the company issued 529,234 additional shares at the original offering price of $248.00 per share.

• Gross proceeds: $131.3 million
• Net proceeds: approximately $126.3 million after underwriting discounts and expenses
• Total shares sold under offering: 4,057,460 (3,528,226 base + 529,234 over-allotment)
• Purpose of funds: not specified in the filing

The transaction modestly increases the share count but strengthens the company’s cash position, reflecting strong investor demand for the equity issuance.

Positive

• $126.3 million net cash inflow enhances liquidity without raising debt
• Full over-allotment uptake indicates strong investor demand at $248 per share

Negative

• Issuance of 529,234 new shares creates minor dilution for existing shareholders
• No disclosure of specific use of proceeds, leaving strategic benefit unclear

Insights

Financial Analyst

TL;DR: Over-allotment adds $126 M cash; minor dilution, neutral-to-slightly positive liquidity impact.

The full take-up of the greenshoe signals healthy demand for AVAV’s equity at a relatively high price point. The added $126.3 million increases financial flexibility—potentially useful for R&D or acquisitions—without incurring debt. Dilution is limited (~2 % of pre-deal shares) and was anticipated when the base deal priced. Absent guidance on use of proceeds, the event is viewed as capital-structure neutral with a slight liquidity benefit.

Equity Capital-Markets Specialist

TL;DR: Greenshoe exercised, indicating strong book; minor EPS dilution offset by cash.

Full greenshoe execution within two weeks suggests the syndicate placed shares efficiently and market absorption was robust. Proceeds at $248 imply minimal discount to prevailing trading levels, limiting perception of value leakage. From an ECM standpoint, this is a textbook execution, enhancing cash reserves without leverage. Overall market impact should be muted; liquidity benefit could marginally improve credit profile.

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).

1. Name and Address of Reporting Person^*

Niederst Lori 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)

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

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
Restricted Stock Unit	(1)	07/11/2025		A		5.624		(2)	(3)	Common	5.624	$0	13,886.321	D

Explanation of Responses:

1. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock.

2. These units, which were acquired upon the reinvestment of dividend equivalents, will vest at the same time as the Restricted Stock Units to which they relate.

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

How many additional AeroVironment (AVAV) shares were issued on July 15, 2025?

The company issued 529,234 shares pursuant to the over-allotment option.

What proceeds did AVAV receive from the over-allotment exercise?

Gross proceeds were $131.3 million; net proceeds after expenses were approximately $126.3 million.

At what price were the additional AVAV shares sold?

Shares were sold at the original $248.00 per-share offering price.

Does this transaction increase AeroVironment's debt?

No, the capital was raised through equity, adding cash without new debt.

What is the potential impact on existing shareholders?

Share count rises by about 2 %, causing minor dilution but improving corporate liquidity.