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  4. [Form 4] Progressive Corporation Insider Trading Activity

PGR insider filing: RSU vesting & tax sale leave CIO with 33,078 shares

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

Rhea-AI Filing Summary

Progressive Corp. (PGR) – Form 4 insider activity

Chief Information Officer Steven Broz reported two same-day transactions dated 07/25/2025. He acquired 12,187.098 common shares at no cost (transaction code “A”) when performance-based RSUs granted in 2022 vested, lifting his direct holdings to 38,540.793 shares. To satisfy statutory tax withholding, 5,463 shares were automatically disposed of at $249.44 under transaction code “F,” leaving him with 33,077.793 directly owned shares.

The filing represents routine compensation-related issuance and company-withheld stock, not an open-market buy or sell. Net of the withholding, Broz’s position rose by roughly 6.7 k shares. No derivative securities, options, or joint filings were disclosed, and ownership remains classified as direct.

Positive

  • Officer’s net ownership increased by 6,724 shares, reflecting additional equity alignment without open-market buying.

Negative

  • 5,463 shares were sold at $249.44, though the sale was solely for tax withholding and not discretionary.

Insights

TL;DR: Routine RSU vesting; minor net share increase; neutral corporate impact.

The Form 4 shows compensation-linked activity rather than discretionary trading. Broz gained 12,187 shares through a 2022 performance grant and surrendered 5,463 shares for taxes, valuing the withheld block at about $1.4 million. His net gain of 6,724 shares (~$1.7 million) modestly deepens executive alignment but is immaterial to Progressive’s $80 bn market cap. No derivatives, pledges, or unusual sale patterns appear, so investors should view the filing as non-impactful to valuation or sentiment.

Insider Broz Steven
Role Chief Information Officer
Type Security Shares Price Value
Grant/Award Common 12,187.098 $0.00 --
Tax Withholding Common 5,463 $249.44 $1.36M
Holdings After Transaction: Common — 38,540.793 shares (Direct)
Footnotes (1)
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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*
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)
07/25/2025
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) 12,187.098 A $0 38,540.793 D
Common 07/25/2025 F 5,463 D $249.44 33,077.793 D
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.

Source: View Original Filing on SEC EDGAR

FAQ

How many PGR shares did CIO Steven Broz acquire on 07/25/2025?

He acquired 12,187.098 common shares through RSU vesting.

Why were 5,463 PGR shares disposed of in the Form 4?

The shares were withheld and sold at $249.44 to cover tax obligations associated with the RSU vesting.

What is Steven Broz’s total direct ownership after the transactions?

His direct beneficial ownership stands at 33,077.793 shares.

What do the transaction codes "A" and "F" signify in this filing?

"A" indicates shares acquired (RSU vest), while "F" denotes shares withheld for tax payment.

Were any derivative securities reported by the insider?

No, Table II shows zero derivative securities acquired or disposed of.