STOCK TITAN

PGR Form 4: Personal Lines President Offloads $1.5 M in Stock

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

Rhea-AI Filing Summary

On 07/28/2025, Patrick K. Callahan, Personal Lines President of Progressive Corp. (PGR), sold 6,232 common shares of company stock. The transaction was classified with code “S” (open-market sale) and executed under a Rule 10b5-1 plan adopted 18-Nov-2024. The weighted-average sale price was $242.16 (price range $239.23-$248.68), yielding gross proceeds of roughly $1.5 million. Following the sale, Callahan directly owns 27,843.521 shares, down about 18 % from an estimated 34,075 shares before the trade. No derivative positions were reported.

The filing signals modest insider profit-taking but, because trades were pre-scheduled, provides limited insight into current executive sentiment. There are no immediate operational or financial repercussions to Progressive disclosed in this Form 4.

Positive

  • Sale executed under a previously adopted Rule 10b5-1 trading plan, indicating pre-scheduled diversification rather than opportunistic selling.
  • Timely and detailed disclosure (weighted-average price range provided) supports transparency and good governance practices.

Negative

  • Insider reduced direct holdings by roughly 18 % (6,232 shares worth ~$1.5 M), which some investors may view as a mild negative sentiment signal.

Insights

TL;DR: Mid-level executive sells ~$1.5 M in PGR stock under 10b5-1; limited valuation signal.

The 6,232-share sale equates to roughly 18 % of Mr. Callahan’s prior holdings and <0.01 % of PGR’s float—immaterial to supply–demand dynamics. Because the trade is governed by a 10b5-1 plan, it likely reflects diversification rather than a view on near-term fundamentals. Nevertheless, continued insider selling can weigh on sentiment if it occurs alongside weak operating trends, which is not indicated here. Overall market impact: de minimis.

TL;DR: Properly disclosed, plan-based sale; corporate governance appears sound.

The form is timely, includes weighted-average pricing details, and references the 10b5-1 plan, demonstrating adherence to SEC best-practice disclosure. Remaining ownership (~$6.8 M at current prices) keeps the executive aligned with shareholders. No red flags regarding undisclosed perks or unusual indirect holdings emerged.

Insider Callahan Patrick K
Role Personal Lines President
Sold 6,232 shs ($1.51M)
Type Security Shares Price Value
Sale Common 6,232 $242.1597 $1.51M
Holdings After Transaction: Common — 27,843.521 shares (Direct)
Footnotes (1)
  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. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $239.230 and $248.676, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
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*
Callahan Patrick K

(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)
Personal Lines President
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) 6,232 D $242.1597(2) 27,843.521 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. 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.
2. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $239.230 and $248.676, inclusive. The reporting person undertakes to provide to The Progressive Corporation, any security holder of The Progressive Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
/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.

FAQ

How many Progressive (PGR) shares did Patrick K. Callahan sell?

He sold 6,232 common shares on 07/28/2025.

What was the average price of the PGR shares sold?

The weighted-average sale price was $242.16 per share (range $239.23–$248.68).

How many PGR shares does Callahan own after the sale?

He directly owns 27,843.521 shares following the transaction.

Was the sale conducted under a 10b5-1 trading plan?

Yes. The filing states the trade was made under a 10b5-1 plan adopted 18-Nov-2024.

Does this insider sale materially impact Progressive’s share float?

No. The transaction represents far less than 0.01 % of outstanding shares and is unlikely to affect float liquidity.