[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

The Form 4 discloses routine equity movements by Progressive Corp. (PGR) officer John Jo Murphy, Claims President, on 25 Jul 2025.

• 16,086.463 common shares were acquired at $0 via the vesting of 2022 performance-based RSUs (includes dividend equivalents). Transaction code: A.
• 7,216 shares were disposed of under code F (share withholding to cover taxes) at a market price of $249.44.
• After the transactions, Murphy directly owns 50,159.811 shares; indirect holdings through the 401(k) plan total 15,162.584 shares.

Net of withholding, the officer’s direct position increased by ≈8,870 shares. No derivative positions were reported. The filing appears routine—reflecting scheduled RSU vesting rather than open-market buying or discretionary selling—so market impact is likely minimal.

Positive

• Officer’s net direct holdings increased by approximately 8,870 shares, suggesting continued equity alignment with shareholders.

Negative

• 7,216 shares were sold (tax withholding), which some investors may interpret as insider selling even though it is routine.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; minor net share increase, immaterial to PGR valuation.

The transactions stem from the normal vesting cycle of 2022 performance-based grants. While Murphy’s direct ownership rose roughly 18%, the absolute change (≈8.9k shares, ~$2.2 m) is negligible versus Progressive’s >580 m share count and $145 bn market cap. Code F sales signal tax withholding, not a bearish view. Investors should view the filing as housekeeping with no read-through to fundamentals.

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
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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^*

Murphy John Jo

(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)
	Claims President

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

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	07/25/2025		A(1)		16,086.463	A	$0	57,375.811	D
Common	07/25/2025		F		7,216	D	$249.44	50,159.811	D
Common								15,162.584	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. These shares were issued pursuant to the vesting of performance-based restricted stock unit awards made in 2022, including dividend equivalents accrued since the grant date.

	/s/ Sarah R. D'Amore, By Power of Attorney	07/29/2025
	** 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 Progressive (PGR) shares did John Jo Murphy acquire?

Murphy acquired 16,086.463 shares through RSU vesting on 25 Jul 2025.

What price were the disposed shares sold at?

The 7,216 shares withheld for taxes were valued at $249.44 per share.

What is Murphy’s current direct ownership in PGR?

After the transactions, he directly owns 50,159.811 shares.

Did the filing include any derivative securities?

No. Table II shows no derivative securities acquired or disposed.

Is this Form 4 likely to impact Progressive’s stock price?

Unlikely; the activity reflects routine RSU vesting and tax withholding, not discretionary trading.