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PGR Form 4: CEO Susan Griffith Receives Dividend-Related RSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Progressive Corporation (PGR) – Form 4 filing dated 07/15/2025

President & CEO Susan P. Griffith reported an automatic acquisition of 18.456 Restricted Stock Units (RSUs) on 07/11/2025. The RSUs were credited as dividend equivalents and carry a cost basis of $0.00. Following the transaction, Griffith now beneficially owns 45,575.922 RSUs in total. No common shares or derivative securities were sold or otherwise disposed of, and the transaction was coded “A,” indicating a routine, non-open-market award. The RSUs vest and expire simultaneously, consistent with the terms of the underlying grant.

The filing represents a minimal change (<0.05% of her existing derivative holdings) and is typical of dividend-reinvestment mechanics for executive equity awards. There are no indications of material shifts in insider sentiment or liquidity.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine dividend RSU credit; negligible size; neutral impact.

The 18.456 RSU credit adds roughly $3,000 of notional value (assuming PGR ≈ $160). With total ownership at 45.6 K units, this represents a 0.04 % increase. No shares were sold, so the filing does not signal bearish sentiment. Because it is an automatic, zero-cost accrual tied to dividend reinvestment, it provides little incremental information for valuation or governance analysis. I therefore consider the event immaterial to the investment thesis.

TL;DR: Administrative compliance filing; does not alter governance risk profile.

Dividend-equivalent RSUs must be reported under Section 16(a); failure to do so would create compliance risk. Timely disclosure by Griffith reinforces procedural transparency, but the minute size and automatic nature mean the filing carries no strategic implications. Insider alignment remains unchanged, so I assign no governance impact.

Insider Griffith Susan Patricia
Role President and CEO
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 18.456 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 45,575.922 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit represents a contingent right to receive one Common Share of the Company's stock. 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. Expiration Date is the same as the Date Exercisable.
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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*
Griffith Susan Patricia
(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
X Officer (give title below) Other (specify below)
President and CEO
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 18.456 (2) (3) Common 18.456 $0 45,575.922 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many RSUs did Progressive CEO Susan Griffith acquire on 07/11/2025?

She acquired 18.456 Restricted Stock Units through dividend reinvestment.

What is Susan Griffith’s total RSU ownership in Progressive (PGR) after the transaction?

Her beneficial ownership is 45,575.922 RSUs following the reported credit.

Did the CEO sell any Progressive shares in this Form 4 filing?

No. The filing shows only an acquisition; there were no dispositions or sales.

Was the RSU acquisition an open-market purchase?

No. It was an automatic award coded “A” for dividend equivalents, not an open-market transaction.

Does this Form 4 filing indicate a change in Progressive’s insider sentiment?

The acquisition is routine and immaterial; it does not meaningfully signal insider sentiment or strategy.