Progressive (PGR) Insider Trims Stake, Retains 12,217 Shares

Rhea-AI Filing Summary

Progressive Corporation (PGR) Form 4 filing: Director Stuart B. Burgdoerfer reported a single open-market transaction on 06/20/2025. He sold 3,681 common shares (Transaction Code “S”) at a stated price of $260.43 per share.

Following the sale, Burgdoerfer’s direct beneficial ownership stands at 12,217 common shares; an additional 11 shares are held indirectly by his spouse. The Form 4 was signed on 06/23/2025 by attorney-in-fact Sarah R. D’Amore. No 10b5-1 plan box was checked, and the filing was made in the capacity of a single reporting person.

The transaction reduces the director’s directly held stake by roughly one quarter, but the share count involved is immaterial relative to Progressive’s total common shares outstanding.

Positive

• None.

Negative

• Insider sale: Director Stuart B. Burgdoerfer disposed of 3,681 PGR shares at $260.43, trimming his direct stake by roughly 23%.

Insights

Securities Analyst

TL;DR: Director sells 3,681 PGR shares; holdings now 12,217—minor, likely immaterial to valuation.

The filing records a routine insider sale rather than a pattern of large divestitures. At $260.43 per share, the disposed block represents about 23% of Burgdoerfer’s direct stake prior to the trade but is negligible versus Progressive’s market cap. The absence of a 10b5-1 designation leaves motive unclear; nonetheless, single-event sales by directors are common for diversification or liquidity. Investors typically regard continuous or multi-insider selling as stronger negative signals, which is not the case here. There is no accompanying operational disclosure, so fundamental outlook for PGR remains unchanged.

Corporate Governance Expert

TL;DR: One-off director sale; governance posture unchanged, limited investor impact.

From a governance perspective, the trade complies with Section 16 reporting deadlines (filed within two business days). The transaction was modest, and post-sale ownership of 12,217 shares preserves an alignment of interest. Lack of a pre-arranged trading plan could raise mild scrutiny, but equally signals discretionary timing flexibility. No red flags such as option cash-outs, accelerated vesting, or simultaneous multi-insider activity accompany this filing. Overall, it does not materially alter board–shareholder alignment metrics or trigger governance concerns.

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^*

Burgdoerfer Stuart B

(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)
06/20/2025

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	06/20/2025		S		3,681	D	$260.43	12,217	D
Common								11	I	By Spouse

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:

	/s/ Sarah R. D'Amore, By Power of Attorney	06/23/2025
	** 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 PGR shares did Director Stuart B. Burgdoerfer sell?

He sold 3,681 common shares on 06/20/2025.

What price did the PGR shares sell for in the Form 4 filing?

The shares were sold at a stated price of $260.43 per share.

How many Progressive shares does the director still own after the sale?

He now owns 12,217 shares directly and 11 shares indirectly via his spouse.

When was the Form 4 for Progressive (PGR) filed?

The filing was signed and submitted on 06/23/2025.

Was the trade made under a Rule 10b5-1 trading plan?

The filing did not check the 10b5-1(c) plan box, indicating no such plan was declared.