[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

Progressive Corp. (PGR) – Form 4 filing dated 29 Jul 2025: CFO John P. Sauerland reported equity-compensation activity executed on 25 Jul 2025.

• Acquired 30,272.359 common shares at $0 via vesting of 2022 performance-based RSUs and related dividend equivalents (Code A).
• Disposed 13,608 shares at $249.44 (Code F) for tax-withholding purposes.

Net impact: +16,664.359 shares; direct ownership now 244,688.428 shares. He also holds 13,577.06 shares indirectly through the 401(k) plan. No derivative positions were reported.

The transaction is routine incentive-plan vesting rather than an open-market purchase, yet the CFO retained roughly two-thirds of the vested stock—about $4.1 million in value—indicating continued alignment with shareholder interests. Market impact expected to be minimal.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; CFO nets +16.7K shares, negligible trading impact.

The filing reflects standard equity compensation mechanics: RSU vesting (Code A) followed by mandatory tax withholding (Code F). Sauerland chose to retain ~55% of the vested units, lifting his direct stake to 244.7 K shares. Because no open-market buying occurred, the event is unlikely to affect liquidity or valuation. Nonetheless, incremental insider ownership can be read as a modest vote of confidence.

Corporate Governance Expert

TL;DR: Executive keeps majority of vested shares, reinforcing alignment; not market-moving.

From a governance lens, retaining >16 K shares after covering taxes signals commitment to long-term value creation. Absence of discretionary sales or derivative activities minimizes concerns about potential negative signals. However, because the shares were awarded under a pre-established plan, the action is routine and should not be over-interpreted as opportunistic buying.

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).

1. Name and Address of Reporting Person^*

Sauerland John P

(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)
	VP and Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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	07/25/2025		A(1)		30,272.359	A	$0	258,296.428	D
Common	07/25/2025		F		13,608	D	$249.44	244,688.428	D
Common								13,577.06	I	401(k) Plan

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. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2022, including dividend equivalents accrued since the grant date.

	/s/ Sarah R. D'Amore, By Power of Attorney	07/29/2025
	** 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.
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FAQ

How many Progressive (PGR) shares did the CFO acquire?

He acquired 30,272.359 shares through the vesting of performance-based RSUs.

How many shares were sold and at what price?

The CFO disposed of 13,608 shares at $249.44 to cover tax obligations.

What is the CFO's total direct ownership after the transaction?

John P. Sauerland now directly owns 244,688.428 Progressive shares.

Were any derivative securities involved in this Form 4?

No; the filing lists no derivative securities acquired or disposed.

Is the transaction likely to impact Progressive's stock price?

Impact is expected to be minimal as the activity stems from routine RSU vesting, not open-market buying or selling.