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  4. [Form 4] Progressive Corporation Insider Trading Activity

Progressive CIO Trades $0.6M in Shares; Retains 26.7K Stake

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Chief Investment Officer Jonathan S. Bauer of Progressive Corp. (PGR) filed a Form 4 disclosing the sale of 2,391 common shares on 07/28/2025 at $249.24 per share. Gross proceeds were approximately $0.60 million. The transaction was executed under a pre-arranged Rule 10b5-1 plan adopted on 11/18/2024, indicating it was scheduled rather than discretionary. After the sale, Bauer’s direct ownership stands at 26,697.516 shares, plus 115.141 shares held indirectly through the company 401(k) plan. The sale represents roughly 8 % of his prior direct stake; no derivative transactions were reported.

Positive

  • Transaction executed under a 10b5-1 plan, indicating pre-scheduled diversification rather than opportunistic selling.

Negative

  • Insider sold about 8 % of his direct holdings, which some investors may perceive as a modest negative signal.

Insights

TL;DR: Routine 10b5-1 sale; minimal impact.

The disclosed sale equals about 0.004 % of PGR’s outstanding shares and ~8 % of Bauer’s personal stake, leaving him with a sizeable position. Because it was executed under a previously adopted 10b5-1 plan, it is unlikely to signal a change in insider sentiment. Volume and value are immaterial relative to Progressive’s $145 bn market cap, so I view the filing as non-impactful for stock valuation.

TL;DR: Pre-planned sale; governance safeguards intact.

The use of a Rule 10b5-1 plan mitigates litigation and perception risk, aligning with best practices for insider trading compliance. No concurrent sales by other executives are noted, and Bauer retains a meaningful ownership stake, maintaining alignment with shareholders. Overall governance implications are neutral.

Insider Bauer Jonathan S.
Role Chief Investment Officer
Sold 2,391 shs ($596K)
Type Security Shares Price Value
Sale Common 2,391 $249.24 $596K
holding Common -- -- --
Holdings After Transaction: Common — 26,697.516 shares (Direct); Common — 115.141 shares (Indirect, 401(k) Plan)
Footnotes (1)
  1. [object Object]
Form 4 Insider Transactions: What Each Field Means →
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*
Bauer Jonathan S.
(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 Investment Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025
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 07/28/2025 S(1) 2,391 D $249.24 26,697.516 D
Common 115.141 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. This transaction reported on this Form 4 was made pursuant to a 10b5-1 trading plan adopted by the reporting person as of November 18, 2024.
/s/ Sarah R. D'Amore, By Power of Attorney 07/30/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many PGR shares did Jonathan S. Bauer sell?

He sold 2,391 common shares.

What was the sale price for Progressive (PGR) shares?

The shares were sold at $249.24 each.

What stake does Bauer hold after the transaction?

He now owns 26,697.516 shares directly and 115.141 shares indirectly via the 401(k) plan.

Was the sale part of a 10b5-1 plan?

Yes, the filing states the sale was executed under a 10b5-1 trading plan adopted on 11/18/2024.

Does this insider sale materially impact Progressive’s stock?

Given the small size relative to total shares outstanding, analysts generally view the impact as neutral.