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PGR insider filing: CHRO adds minor RSUs via dividend equivalents

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

Rhea-AI Filing Summary

The Form 4 filing for Progressive Corporation (PGR) discloses a routine, non-open-market transaction by Chief Human Resources Officer William L. Clawson II on 11 July 2025. The executive acquired 4.499 Restricted Stock Units (RSUs) through the automatic reinvestment of dividend equivalents. Each RSU represents the contingent right to receive one common share when vested. Following the transaction, Clawson’s total derivative holding increases to 11,109.018 RSUs. No common shares were bought or sold, and the filing reports no disposals or changes in direct share ownership. The RSUs will vest on the same schedule as the underlying award, with the expiration date matching the exercisable date. The transaction was filed individually and signed on 15 July 2025.

The very small number of units involved and the automatic, dividend-related nature of the acquisition suggest minimal impact on Progressive’s share-supply dynamics or on investor perception. This is a standard administrative update required under Section 16(a) and does not indicate any directional view on PGR’s valuation.

Positive

  • None.

Negative

  • None.

Insights

TL;DR—Routine dividend RSU credit; negligible strategic signal for PGR investors.

The filing records a de minimis addition of 4.499 RSUs to CHRO William Clawson’s existing equity stake via dividend reinvestment. Because the transaction is automatic, carries a zero cost basis, and leaves total ownership at roughly 11.1 k RSUs—with no open-market buying or selling—there is no material insight into insider sentiment or near-term fundamentals. For a $100 bn-plus market-cap insurer, this amount is immaterial, and therefore I classify the market impact as neutral.

Insider Clawson William L. II
Role Chief Human Resources Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Unit 4.499 $0.00 --
Holdings After Transaction: Restricted Stock Unit — 11,109.018 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*
Clawson William L. II
(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 Human Resources 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 4.499 (2) (3) Common 4.499 $0 11,109.018 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

What did Progressive (PGR) disclose in the latest Form 4?

Progressive’s CHRO acquired 4.499 Restricted Stock Units via dividend reinvestment on 11 July 2025.

How many RSUs does William L. Clawson now own?

After the transaction, he beneficially owns 11,109.018 RSUs.

Was this a purchase or sale of PGR common stock?

Neither. It was an automatic RSU credit; no common shares were bought or sold.

Does this Form 4 signal insider confidence in PGR?

The transaction is routine and not considered a directional signal because it stems from dividend equivalents.

When was the Form 4 signed and filed?

The filing was signed on 15 July 2025 and covers activity on 11 July 2025.

Is the reported transaction material to Progressive shareholders?

Given the small size (4.499 RSUs), it is not material to the company’s valuation or share float.