[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

Schedule 13D/A Amendment No. 11 filed by Saba Capital Management, L.P., Saba Capital Management GP, LLC, and Boaz R. Weinstein discloses a 15.15% beneficial stake in BlackRock California Municipal Income Trust (ticker: BFZ). The reporting group controls 4,554,826 common shares out of 30,063,645 shares outstanding as of May 19 2025. All voting and dispositive power over these shares is reported as shared; none is held on a sole basis.

The aggregate cost of the position is approximately $49.86 million, funded through investor subscriptions, capital appreciation, and ordinary-course margin borrowings. Items 3, 5 and 7 of the original Schedule 13D have been amended to reflect updated share counts, percentage ownership, funding sources, and the inclusion of Schedule A (recent open-market transactions within 60 days of July 14 2025).

The filing is informational only; Item 4 (Purpose of Transaction) and Item 6 (Contracts/Arrangements) state “Not Applicable,” indicating no specific corporate actions or agreements are being announced at this time. All signatories certified the accuracy of the disclosure on July 15 2025 via Michael D’Angelo, General Counsel/Authorized Signatory.

Key takeaways for investors: (i) Saba Capital—an investment manager known for event-driven strategies—now holds a sizeable, potentially influential position in BFZ; (ii) the 15.15% stake exceeds the 5% SEC reporting threshold by a wide margin, signaling sustained interest; (iii) leverage is employed through margin accounts, introducing financing risk; and (iv) the amendment provides transparency on recent trades but does not outline an activist agenda.

Positive

• Saba Capital now holds 15.15% of BFZ, a sizeable block that can influence shareholder votes.
• $49.86 million invested demonstrates strong economic commitment by an experienced event-driven manager.
• Full shared voting and dispositive power across all held shares consolidates influence within one coordinated group.

Negative

• Position financed in part with margin borrowings, introducing leverage and potential liquidity risk if markets tighten.
• No stated strategic purpose under Item 4 leaves uncertainty about future actions or value-creation plans.

Insights

Closed-End Fund Analyst

TL;DR Saba Capital owns 15.15% of BFZ, implying significant influence but no stated action.

The amended 13D shows Saba Capital, GP affiliate, and founder Boaz Weinstein collectively hold 4.55 million BFZ shares. In the closed-end fund space, a stake above 10% often precedes proxy initiatives aimed at narrowing discounts or changing leverage policy. While Item 4 is blank, the size alone is material: control of >15% can sway shareholder votes in routine matters and board elections. The $49.9 million cost basis suggests an average purchase price near $10.95, given BFZ’s recent share count, providing a reference for investors assessing entry levels. Margin financing indicates tactical flexibility but introduces volatility if credit conditions tighten. Overall, the filing is moderately positive, as an experienced event-driven manager is economically incentivized to unlock value, though no plan is yet disclosed.

Governance & Activism Specialist

TL;DR Large 13D stake increases probability of future governance engagement.

With 4.55 million shares, Saba controls a block large enough to requisition meetings under most closed-end fund bylaws. Although the amendment omits purpose statements, historical patterns show Saba often seeks tender offers or conversions to open-end structures to reduce NAV discounts. The filing amends Items 3, 5, 7 only, meaning current activity focuses on transparency of ownership and recent trades, not yet on activism. Investors should monitor upcoming DEF 14A filings and board correspondence for any shift. Leverage disclosed underscores that Saba’s economic exposure is genuine, not derivative. Impact rating: positive for potential discount-narrowing catalysts, but timing remains uncertain.

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^*

Broz Steven

(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)
	Chief Information Officer

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		5.548		(2)	(3)	Common	5.548	$0	13,698.579	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 BFZ shares does Saba Capital own?

The filing reports 4,554,826 common shares beneficially owned.

What percentage of BFZ’s outstanding shares does this represent?

The stake equals 15.15% of BFZ’s 30,063,645 shares outstanding as of May 19 2025.

How much did Saba Capital pay for its BFZ position?

Approximately $49.86 million was spent acquiring the shares.

Does the filing disclose Saba Capital’s plans for BFZ?

Item 4 cites “Not Applicable,” so no specific plans or proposals are disclosed.

Is leverage used to finance the stake?

Yes. The position is partly held in margin accounts, with the shares pledged as collateral.

Who signed the Schedule 13D/A?

General Counsel Michael D’Angelo signed on behalf of Saba entities and Boaz Weinstein on July 15 2025.