[Form 4] Progressive Corporation Insider Trading Activity

Rhea-AI Filing Summary

Progressive Corp. (PGR) – Form 4 insider filing. Chief Human Resources Officer William L. Clawson II reported two transactions dated 07/25/2025:

• A – Acquisition: 7,800.853 common shares issued at $0 following the vesting of 2022 performance-based RSUs (includes dividend equivalents). Beneficial ownership immediately rose to 17,168.475 shares.
• F – Tax withholding: 3,385 shares automatically surrendered at $249.44 per share to cover associated tax liabilities, reducing direct holdings to 13,783.475 shares.

Net effect is an incremental increase of approximately 4,415 shares (≈+47%) to Clawson’s direct stake. No derivative securities were involved. The filing is routine and does not disclose any company-level operational or financial information.

Positive

• Officer’s direct holdings increased by 4,415.853 shares, implying continued exposure to PGR equity despite tax withholding.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine Form 4 shows HR chief’s RSU vesting; minor net share gain, neutral market impact.

Insider added roughly 4.4k shares through standard RSU vesting, then surrendered part for taxes, a typical administrative action. The dollar value (~$1.1 million gross) is immaterial versus Progressive’s multi-billion market cap and offers limited signalling power. No open-market purchase was made, so confidence inference is weak. I classify the filing as neutral for investors.

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)
07/25/2025

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)		7,800.853	A	$0	17,168.475	D
Common	07/25/2025		F		3,385	D	$249.44	13,783.475	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.

FAQ

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

The filing shows HR Chief William L. Clawson II acquired 7,800.853 shares via RSU vesting and had 3,385 shares withheld for taxes.

How many PGR shares does the officer now own?

After the transactions, Clawson directly owns 13,783.475 common shares.

Was cash paid for the newly acquired shares?

No. The shares were issued at $0 as part of a 2022 performance-based RSU award.

Did the insider buy shares on the open market?

No open-market purchases occurred; the acquisition stemmed solely from RSU vesting.

What price was used for the tax-withheld shares?

3,385 shares were surrendered at $249.44 per share to satisfy withholding taxes.